Exhibit 10.19
                           1997 STOCK OPTION PLAN
                                      OF
                        ACRODYNE COMMUNICATIONS, INC.


	1.  Purpose.  The purpose of this Stock Option Plan is to advance the
interests of the Corporation by encouraging and enabling the acquisition of a
larger personal proprietary interest in the Corporation by employees and
directors of, and consultants to, the Corporation, and its Subsidiaries upon
whose judgment and keen interest the Corporation is largely dependent for the
successful conduct of its operations and by providing such employees,
directors and consultants with incentives to put forth maximum efforts for
the success of the Corporation's business.  It is anticipated that the
acquisition of such proprietary interest in the Corporation and such
incentives will stimulate the efforts of such employees, directors and
consultants on behalf of the Corporation and its Subsidiaries and strengthen
their desire to remain with the Corporation and its Subsidiaries.  It is also
expected that such incentives and the opportunity to acquire such a
proprietary interest will enable the Corporation and its Subsidiaries to
attract desirable personnel.

	2.  Definitions.  When used in this Plan, unless the context otherwise
 requires:

            (a)  "Board of Directors" or "Board" shall mean the Board of
            Directors of the Corporation, as constituted at any time.

            (b)  "Chairman of the Board" shall mean the person who at the time
            shall be Chairman of the Board of Directors.

            (c)  "Code" shall mean the Internal Revenue Code of 1986, as
            amended.

            (d)  "Corporation" shall mean Acrodyne Communications, Inc.

            (e)  "Eligible Persons" shall mean those persons described in
            Section 4 who are potential recipients of Options.

            (f)  "Fair Market Value" on a specified date shall mean (A) the
            mean between the high and low sale price reported on such date on
            the stock exchange, if any, on which Shares are primarily traded,
            but if no Shares were traded on such date, then on the last
            previous date on which a Share was so traded, or (B) if the
            Shares are not listed on any stock exchange but are quoted in the
            National Market System of the National Association of Securities
            Dealers Automated Quotation System ("NASDAQ") on a last sale
            basis, then the mean between the high and low sale price reported
            on such date, but if there is no such sale on such date, then on
            the last previous date on which a sale was reported, or (C) if
            the Shares are not quoted on NASDAQ on a last sale basis, then
            the mean between the highest asked and lowest bid prices for a
            Share on such date, but if there are no transactions in Shares on
            such date, then on the last previous date on which such
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            transactions occurred, or (D) if none of the above are applicable,
            the value of a Share as established by the Board for such date
            using any reasonable method of valuation.

            (g)  "Options" shall mean the Stock Options granted pursuant to
            this Plan.

            (h)  "Plan" shall mean this 1997 Stock Option Plan of Acrodyne
            Communications, Inc., as adopted by the Board of Directors on
            April 15, 1997, as such Plan from time to time may be amended.

            (i)  "President" shall mean the person who at the time shall be
            the President of the Corporation.

            (j)  "Share" shall mean a share of common stock of the Corporation.

            (k)  "Subsidiary" shall mean any corporation 50% or more of whose
            stock having general voting power is owned by the Corporation, or
            by another Subsidiary, as herein defined, of the Corporation.

	3.  Administration.  The Plan shall be administered by the Board of
        Directors as provided herein.  Determinations of the Board as to any
        question which may arise with respect to the interpretation of the
        provisions of the Plan and Options shall be final.  The Board may
        authorize and establish such rules, regulations and revisions thereof
        not inconsistent with the provisions of the Plan, as it may deem
        advisable to make the Plan and Options effective or provide for their
        administration, and may take such other action with regard to the Plan
        and Options as it shall deem desirable to effectuate their purpose.

	4.  Participants.  All employees and directors of, and consultants to,
        the Corporation or a Subsidiary, as determined by the Board, shall be
        eligible to receive Options under the Plan.  The parties to whom
        Options are granted under this Plan, and the number of Shares subject
        to each such Option, shall be determined by the Board, in its sole
        discretion, subject, however, to the terms and conditions of this
        Plan.  Employees to whom Options may be granted include employees who
        are also directors of the Corporation, or a Subsidiary.

	5.  Shares.  Subject to the provisions of Section 14 hereof, the Board
        may grant Options with respect to an aggregate of up to 450,000 Shares,
        all of which Shares may be either Shares held in treasury or authorized
        but unissued Shares. If the Shares that would be issued or transferred
        pursuant to any Option are not issued or transferred and cease to be
        issuable or transferable for any reason, the number of Shares subject
        to such Option will no longer be charged against the limitation
        provided for herein and may again be made subject to Options.

        6.  Grant of Options.  The number of any Options to be granted to any
        Eligible Person shall be determined by the Board in its sole
        discretion.  At the time an Option is granted, the Board may, in its
        sole discretion, designate whether such Option (a) is to be
        considered as an incentive stock option within the meaning of Section
        422 of the Code, or (b) is not to be treated as an incentive stock
        option for purposes of this Plan and the Code.  No Option which is
        intended to qualify as an incentive stock option shall be granted
        under this Plan to any individual who, at the time of such grant, is
        not an employee of the Corporation or a Subsidiary.
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	Notwithstanding any other provision of this Plan to the contrary, to
the extent that the aggregate Fair Market Value (determined as of the date
an Option is granted) of the Shares with respect to which Options which are
designated as (or deemed to be) incentive stock options granted to an
employee (and any incentive stock options granted to such employee under any
other incentive stock option plan maintained by the Corporation or any
Subsidiary that meets the requirements of Section 422 of the Code) first
become exercisable in any calendar year exceeds $100,000, such Options shall
be treated as Options which are not incentive stock options.  Options with
respect to which no designation is made by the Board shall be deemed to be
incentive stock options to the extent that the $100,000 limitation described
in the preceding sentence is satisfied.  This paragraph shall be applied by
taking Options into account in the order in which they are granted.

	Nothing herein contained shall be construed to prohibit the issuance
of Options at different times to the same person.

	The form of an Option shall be determined from time to time by the
Board.  A certificate of Option signed by the Chairman of the Board or the
President or a Vice President of the Corporation, shall be issued to each
person to whom an Option is granted.  The certificate of Option for an Option
shall be legended to indicate whether or not the Option is an incentive stock
option.

	7.  Purchase Price.  The purchase price per Share for the Shares
        purchased pursuant to the exercise of an Option shall be fixed by
        the Board at the time of grant of the Option but shall not be less
        than the par value of a Share; provided, however, that the purchase
        price per Share for the Shares to be purchased pursuant to the
        exercise of an incentive stock option shall not in any event be less
        than 100% of the Fair Market Value of a Share on the date of grant of
        the Option.

	8.  Duration of Options.  The duration of each Option shall be
        determined by the Board at the time of grant; provided, however, that
        the duration of any Option shall not be more than ten years from the
        date of grant of the Option.

	9.  Ten Percent Shareholders.  Notwithstanding any other provision of
        this Plan to the contrary, no Option which is intended to qualify as
        an incentive stock option may be granted under this Plan to any
        employee who, at the time the Option is granted, owns Shares
        possessing more than 10 percent of the total combined voting power or
        value of all classes of stock of the Corporation, unless the exercise
        price under such Option is at least 110% of the Fair Market Value of
        a Share on the date such Option is granted and the duration of such
        Option is no more than five years.

	10.  Exercise of Options.  Except as otherwise provided herein,
        Options, after the grant thereof, shall be exercisable by the holder
        at such rate and times as may be fixed by the Board at the time of
        grant.  Notwithstanding the foregoing, all or any part of any
        remaining unexercised Options granted to any person may be exercised
        upon the occurrence of such special circumstance or event as in the
        opinion of the Board merits special consideration, but in no event
        prior to approval of the Plan by shareholders as provided in Section
        19.
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	An Option shall be exercised by the delivery of a written notice duly
        signed by the holder thereof to such effect, together with the Option
        certificate and the full purchase price of the Shares purchased
        pursuant to the exercise of the Option, to the President or an
        officer of the Corporation appointed by the President for the purpose
        of receiving the same.  Payment of the full purchase price shall be
        made as follows: in cash or by check payable to the order of the
        Corporation; by delivery to the Corporation of Shares which shall be
        valued at their Fair Market Value on the date of exercise of the
        Option (provided, that a holder may not use any Shares unless the
        holder has beneficially owned such Shares for at least six months);
        by a combination of the methods of payment previously described; or
        by such other method of payment as the Board in its discretion may
        permit.

	Within a reasonable time after the exercise of an Option, the
        Corporation shall cause to be delivered to the person entitled
        thereto, a certificate for the Shares purchased pursuant to the
        exercise of the Option.  If the Option shall have been exercised
        with respect to less than all of the Shares subject to the Option,
        the Corporation shall also cause to be delivered to the person
        entitled thereto a new Option certificate in replacement of the
        certificate surrendered at the time of the exercise of the Option,
        indicating the number of Shares with respect to which the Option
        remains available for exercise, or the original Option certificate
        shall be endorsed to give effect to the partial exercise thereof.

	Notwithstanding any other provision of the Plan or of any Option, no
        Option granted pursuant to the Plan may be exercised at any time when
        the Option or the granting or exercise thereof violates any law or
        governmental order or regulation.

	11.  Consideration for Options.  The Corporation shall obtain such
        consideration for the grant of an Option as the Board in its
        discretion may determine.

	12.  Restrictions on Transferability of Options.  Options shall not
        be transferable otherwise than by will or  by the laws of descent and
        distribution or as provided in this Section 12.  Notwithstanding the
        preceding, the Board of Directors may, in its discretion, authorize
        a transfer of any Option, other than an Option which is intended to
        qualify as an incentive stock option, by the initial holder to (i)
        the spouse, children, stepchildren, grandchildren or other family
        members of the initial holder ("Family Members"), (ii) a trust or
        trusts for the exclusive benefit of such Family Members, (iii)  a
        corporation or partnership in which such Family Members and the
        initial holder are the only shareholders or partners, or (iv)  such
        other persons or entities which the Board of Directors may permit;
        provided, however, that subsequent transfers of such Options shall be
        prohibited except by will or the laws of descent and distribution.
        Following any transfer of such an Option, such Option shall continue
        to be subject to the terms and conditions of the Option and of the
        Plan.  The events of termination of employment or service under
        Section 13 shall continue to be applied with respect to the initial
        holder, following which a transferred Option shall be exercisable by
        the transferee only to the extent and for the periods specified
        under Section 13.  An Option which is intended to qualify as an
        incentive stock option shall not be transferable otherwise than by
        will or by the laws of descent and distribution and shall be
        exercisable during the holder's lifetime only by the holder thereof.
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	13.  Termination of Employment or Service.  All or any part of any
        Option, to the extent unexercised, shall terminate immediately upon
        the cessation or termination for any reason of the holder's
        employment by, or service with, the Corporation or any Subsidiary,
        except that the holder shall have three months following the
        cessation of his employment or service with the Corporation or its
        Subsidiaries, and no longer, to exercise any unexercised Option that
        he could have exercised on the day on which such employment or
        service terminated; provided, however, that such exercise must be
        accomplished prior to the expiration of the term of such Option.
        Notwithstanding the foregoing, if the cessation of employment or
        service is due to permanent and total disability (within the meaning
        of Section 22(e)(3) of the Code) or to death, the holder or the
        representative of the estate of a deceased holder shall have the
        privilege of exercising any unexercised Options which the holder
        could have exercised at the time of such disability or death;
        provided, however, that such exercise must be accomplished prior to
        the expiration of the term of such Option and within one year of the
        holder's disability or death, as the case may be.

	14.  Adjustment Provision.  If prior to the complete exercise of any
        Option there shall be declared and paid a stock dividend upon the
        Shares or if the Shares shall be split up, converted, exchanged,
        reclassified, or in any way substituted for, then the Option, to the
        extent that it has not been exercised, shall entitle the holder
        thereof upon the future exercise of the Option to such number and
        kind of securities or cash or other property subject to the terms of
        the Option to which he would have been entitled had he actually owned
        the Shares subject to the unexercised portion of the Option at the
        time of the occurrence of such stock dividend, split-up, conversion,
        exchange, reclassification or substitution, and the aggregate
        purchase price upon the future exercise of the Option shall be the
        same as if the originally optioned Shares were being purchased
        thereunder.  If any such event should occur, the number of Shares
        with respect to which Options remain to be issued, or with respect to
        which Options may be reissued, shall be adjusted in a similar manner.

	Notwithstanding any other provision of the Plan, in the event of a
        recapitalization, rights offering, separation, reorganization, or any
        other change in the corporate structure or outstanding Shares, the
        Board may make such equitable adjustments to the number of Shares and
        the class of shares available hereunder or to any outstanding Options
        as it shall deem appropriate to prevent dilution or enlargement of
        rights.

	Subject to any required action by shareholders, if the Corporation
        shall be the surviving corporation in any merger or consolidation,
        any Options granted hereunder shall cover the securities to which a
        holder of the number of Shares covered by the unexercised portion of
        the Option would have been entitled pursuant to the terms of the
        merger or consolidation.

	Unless otherwise provided by the Board, upon any merger or
        consolidation in which the Corporation shall not be the surviving
        corporation, a dissolution or liquidation of the Corporation or a
        sale of all or substantially all of its assets, all Options
        outstanding hereunder shall terminate, except that the surviving
        corporation may grant an option or options to purchase its shares on
        such terms and conditions, both as to the number of shares and
        otherwise, which shall substantially preserve the rights and benefits
        of any Option then outstanding hereunder.

	Any fractional shares or securities issuable upon the exercise of an
        Option as a result of any of the foregoing adjustments may, in the
        discretion of the Board, be eliminated or payable in cash based upon
        the Fair Market Value of such shares or securities at the time of
        such exercise.
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	15.  Issuance of Shares and Compliance with Securities Act.  The
        Corporation may postpone the issuance and delivery of Shares pursuant
        to the grant or exercise of any Option until (a) the admission of
        such Shares to listing on any stock exchange on which Shares of the
        Corporation of the same class are then listed, and (b) the completion
        of such registration or other qualification of such Shares under any
        State or Federal law, rule or regulation as the Corporation shall
        determine to be necessary or advisable.  Any holder of an Option shall
        make such representations and furnish such information as may, in the
        opinion of counsel for the Corporation, be appropriate to permit the
        Corporation, in the light of the then existence or non-existence with
        respect to such Shares of an effective Registration Statement under
        the Securities Act of 1933, as from time to time amended (the
        "Securities Act"), to issue the Shares in compliance with the
        provisions of the Securities Act or any comparable act.  The
        Corporation shall have the right, in its sole discretion, to legend
        any Shares which may be issued pursuant to the grant or exercise of
        any Option, or may issue stop transfer orders in respect thereof.

	16.  Income Tax Withholding.  If the Corporation or a Subsidiary shall
        be required to withhold any amounts by reason of any Federal, State or
        local tax rules or regulations in respect of the issuance of Shares
        pursuant to the exercise of any Option, the Corporation or the
        Subsidiary shall be entitled to deduct and withhold such amounts from
        any cash payments to be made to the holder of such Option.  In any
        event, the holder shall make available to the Corporation or
        Subsidiary, promptly when requested by the Corporation or such
        Subsidiary, sufficient funds to meet the requirements of such
        withholding; and the Corporation or Subsidiary shall be entitled to
        take and authorize such steps as it may deem advisable in order to
        have such funds made available to the Corporation or Subsidiary out of
        any funds or property due or to become due to the holder of such
        Option.

	17. Amendment of the Plan.  Except as hereinafter provided, the Board
        of Directors may at any time withdraw or from time to time amend the
        Plan as it relates to, and the terms and conditions of, any Option not
        theretofore granted, and the Board of Directors, with the consent of
        the affected holder of an Option, may at any time withdraw or from
        time to time amend the Plan as it relates to, and the terms and
        conditions of, any outstanding Option.  Notwithstanding the foregoing,
        any amendment by the Board of Directors which would increase the
        number of Shares issuable under the Plan or change the class of
        Eligible Persons shall be subject to the approval of the shareholders
        of the Corporation within one year of the date of adoption of such
        amendment.

	18.  No Right of Employment or Service.  Nothing contained herein or
        in an Option shall be construed to confer on any employee, consultant
        or director any right to be continued in the employ or service of the
        Corporation or any Subsidiary or derogate from any right of the
        Corporation and any Subsidiary to retire, request the resignation of
        or discharge or otherwise cease its service arrangement with any
        employee, consultant or director (without or with pay), at any time,
        with or without cause.

	19. Effective Date.  This Plan is conditioned upon its approval by the
        shareholders of the Corporation on or before April 14, 1998, at any
        special or annual meeting of the shareholders of the Corporation,
        except that this Plan is adopted and approved by the Board of Directors
        effective April 15, 1997, to permit the grant of Options prior to the
        approval of the Plan by the shareholders of the Corporation as
        aforesaid.  In the event that this Plan is not approved by the
        shareholders of the Corporation as aforesaid, this Plan and any Options
        granted hereunder shall be void and of no force or effect.
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	20.  Final Issuance Date.  No Option shall be granted under the Plan
        after April 14, 2007.