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, 2000

[ ] 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 6,981,161 shares of common stock and
6,500  shares  of  Preferred  Stock  of  Acrodyne   Communications,   Inc.  were
outstanding on May 8, 2000.


<PAGE>

                          ACRODYNE COMMUNICATIONS, INC.


                                      INDEX
                                                                     Page No.
PART I.  FINANCIAL INFORMATION:

     Consolidated Balance Sheet at March 31, 2000 (unaudited) and
          December 31, 1999                                                 2

     Consolidated Statement of Operations for the Three Months Ended
          March 31, 2000 and 1999     (unaudited)...........................3

     Consolidated  Statement  of Cash Flows for the Three Months Ended
          March 31, 2000 and December 31, 1999
          (unaudited).......................................................4

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

     Management's Discussions and Anaylsis of Financial Condition
          and Results of Operations.........................................6

PART II.  OTHER INFORMATION, AS APPLICABLE.................................11

SIGNATURES.................................................................12


<PAGE>
<TABLE>

Acrodyne Communications, Inc.
Consolidated Balance Sheet
===================================================================================================================

<S>                                                                            <C>                   <C>

                                                                                 March 31,             December 31,
                                                                                    2000                  1999
                                                                                 ----------            ------------
Assets                                                                          (Unaudited)
Current assets:
     Cash and cash equivalents                                                  $    33,332           $   664,951
     Short term investments                                                         200,000               200,000
     Accounts receivable, net of allowance for doubtful accounts                  1,218,691             1,335.158
     Inventories                                                                  6,881,895             6,401,277
     Prepaid expenses and deposits                                                  127,928               412,108
     Other Assets                                                                   170,000               220,000
                                                                               ------------          ------------
       Total current assets                                                       8,631,846             9,233,493

Property, plant and equipment, net                                                  552,218               570,182
Non-compete agreement, net                                                          342,072               360,822
Goodwill, net                                                                     3,860,087             3,899,211
                                                                               ------------          ------------
       Total Assets                                                             $13,386,223           $14,063,708
                                                                               ============          ============
            Liabilities and Shareholders' Equity

Current Liabilities:
     Current portion of long-term debt                                               61,891                69,947
     Borrowings under Credit Line                                                 1,559,405             1,613,404
     Debenture Credit Line                                                          660,000
     Accounts payable                                                             1,461,589             1,801,883
     Accrued expenses                                                               259,084               516,405
     Deferred Revenue                                                                16,500                16,500
     Customer advances                                                              640,907               984,268
                                                                               ------------          ------------
       Total Current Liabilities                                                  4,659,376             5,002,407
Long-term debt                                                                                             12,021
Non-compete liability                                                               843,033               845,990
                                                                               ------------          ------------
       Total Liabilities                                                          5,502,408             5,860,418
                                                                               ------------          ------------
Shareholders' equity:
     Preferred stock, par value $1.00
        8% Convertible Redeemable Preferred Stock                                     6,500                 6,500
        Common stock, par value $.01; 35,000,000 shares authorized
               6,981,161 shares issued and outstanding on March 31, 2000             69,812                67,942
               6,794,161 shares issued and outstanding on Dec 31, 1999
        Additional paid-in-capital                                               20,764,075            20,750,148
        Accumulated deficit                                                    (12,264,437)          (12,621,300)
                                                                               ------------          ------------
          Total Shareholders' Equity                                              7,883,815             8,203,290
                                                                               ------------          ------------
          Total Liabilities and Shareholders' Equity                           $ 13,386,223          $ 14,063,708
                                                                               ============          ============
See notes to consolidated financial statements
</TABLE>


<PAGE>
Acrodyne Communications, Inc.
Consolidated Statement of Operations     (Unaudited)
================================================================================

                                                       Three Months Ended
                                                             March 31
                                                      2000             1999
                                                      ----             ----

Net Sales                                           $1,575,319      $3,023,091
Cost of Sales                                        1,149,982       1,931,348
                                                    ----------      ----------
     Gross Profit                                      425,336       1,091,743
                                                    ----------      ----------

Operating Expenses:
     Engineering, R & D                                175,609         224,479
     Selling                                           277,708         351,191
     Administration                                    565,063         428,112
     Amortization                                       57,874          57,874
                                                    ----------      ----------
       Total Operating Expenses                      1,076,254       1,061,656
                                                    ----------      ----------
Operating(Loss) Income                               (650,917)          30,087
                                                    ----------      ----------

Other Income (Expense)
     Interest Expense, Net                            (99,755)        (11,918)
     Other Income, Net                                     282             332
                                                    ----------      ----------
Net Loss                                             (750,390)          18,501
                                                    ----------      ----------

Dividend on 8% Preferred Stock                        (14,028)        (14,028)
                                                    ----------      ----------
Net Income ( Loss)available to                       (764,418)           4,473
Common Shares
                                                    ==========      ==========

Net Income (Loss) per Common share                   $(0.1100)          $0.006

Weighted average shares outstanding                  6,981,161       6,769,523
diluted
Net Loss per Common share                            $(0.1100)          $0.006
Weighted average shares outstanding                  6,981,161       6,320,572

See notes to consolidated financial statements


<PAGE>
<TABLE>


Acrodyne Communications, Inc.
Consolidated statement of cash flows     (Unaudited)
===================================================================================================================

                                                                          March 31,              December 31,
                                                                             2000                    1999
                                                                             ----                    ----
<S>                                                                        <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                  $(750,390)            $(1,687,790)
  Adjustments to reconcile net loss to net cash used
   in operating activities:
     Depreciation and amortization                                             108,685                 371,763
     Other Non Cash                                                                                    145,226
Changes in assets and liabilities:
     Accounts receivable                                                       116,467                 162,039
     Inventories                                                             (480,618)             (2,075,832)
     Note receivable                                                                                   (4,512)
     Prepaid and deposits                                                      334,180               (461,150)
     Accounts payable                                                        (340,294)               (317,721)
     Accrued expenses                                                        (273,821)                 146,542
     Customer advances                                                      ( 343,361)                 822,850
                                                                       ---------------         ---------------
       Net cash used in operating activities                               (1,629,152)             (2,894,073)
                                                                       ---------------         ---------------

CASH FROM INVESTING ACTIVITIES:
Purchase of short term investment                                                                    (200,000)
Purchase of property, plant, and equipment                                    (17,964)               (205,980)
                                                                       ---------------         ---------------
       Net cash used in investing activities                                  (17,964)               (405,980)
                                                                       ---------------         ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from the issuance of common stock, net                             221,559               3,805,374
   Borrowings under line of credit                                             606,001                 338,404
   Payments from the line of credit borrowings
   Dividends on convertible preferred stock, net                              (14,028)                (89,361)
   Redemption of Preferred Stock Series A                                        - 0 -                 998,531
   Proceeds from exercise of warrants                                      225,000                         312
   Capital lease repayments                                                   (20,077)                (63,486)
   Repayments on non-compete liability                                         (2,957)                (11,404)
                                                                       ---------------         ---------------
       Net cash provided by financing activities                             1,015,498               2,981,308
                                                                       ---------------         ---------------

Net increase (decrease) in cash and cash equivalents                         (631,618)               (318,745)
Cash and cash equivalents at beginning of period                               664,950                 983,695
                                                                       ---------------         ---------------
Cash and cash equivalents at end of period                                     $33,332                $664,950
                                                                       ===============         ===============
Supplemental cash flow information:
     Cash paid for interest                                                    100,565                $221,209
</TABLE>


<PAGE>
Acrodyne Communications, Inc.
Notes to Consolidated Financial Statements
================================================================================

1. Unaudited Consolidated Financial Statements

The accompanying consolidated balance sheet of Acrodyne Communications, Inc. and
its subsidiaries  (the "Company" or "Acrodyne") at March 31,2000 and the related
consolidated  statements  of  operations  and of cash flows for the three months
ended March 31, 2000 and 1999 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  31,2000 and the
results of  operations  and cash flows for the three months ended March 31, 2000
and 1999 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/A for the year ended  December 31, 1999 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, 2000              December 31, 1999

Raw materials                      $2,495,623                     $2,508,061
Work in process                     2,342,577                      2,536,386
Finished goods                      2,430,695                      1,743,830
Inventory reserves                  (387,000)                      (387,000)
                            -----------------               ----------------
                                    6,881,895                      6,401,277
                            =================               ================

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.

4. Related Party Transactions

Sales to Sinclair Broadcast Group, Inc. amounted to $645,945 for the first three
months of 2000.  This  represents 41% of the Company's total sales of $1,575,319
for the three months ended March 31,  2000.  At March 31, 2000,  the Company had
borrowed  $660,000  under the terms of a subordinated  debenture  agreement with
Sinclair.  See the Management's  Discussions and Analysis of Financial Condition
and Results of Operations for additional discussion of these arrangements


<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
================================================================================


OVERVIEW

THE COMPANY. The business of Acrodyne  Communications,  Inc., ("Acrodyne" or the
"Company")  a Delaware  corporation  is  conducted  through  its sole  operating
subsidiary Acrodyne Industries,  Inc. Acrodyne  Industries,  Inc.was acquired by
the Company on October 24, 1994. Prior thereto, the Company had no operations.

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.

SIGNIFICANT  EVENTS. On January 27, 1999 Sinclair  Broadcast Group  ("Sinclair")
acquired a  significant  equity  interest  in the  Company.  Sinclair  purchased
1,431,333 shares of the Company'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  for $4.3  million.  Of such  warrants,  6,000,000  are
exercisable  only upon the Company's  achievement of increased  product sales or
sales of products with new technology.  Sinclair has also acquired an additional
800,000 shares of the Company's common stock previously held by the Scorpion/New
Light investment  group. An additional  112,000 shares were recently acquired in
the Lease and Loan Guarantee  Agreement . Sinclair  exercised 75,000 warrants in
February of 2000 at an exercise price of $3.00, for $225,000. Sinclair now holds
an aggregate of 2,418,333 shares of Acrodyne,  representing approximately 34.64%
of issued common stock.


<PAGE>

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


On October 20, 1999,  Acrodyne  entered  into an agreement in principle  for the
construction of a 60,000 square foot facility. The new building will include the
corporate  headquarters,   the  sales/marketing,   engineering,   financial  and
operations  team,  and a  state-of-the-art  manufacturing  facility  capable  of
continuing  the  transition of the company into the digital era and beyond.  The
manufacturing facility will be designed to incorporate modern flow manufacturing
techniques  with greatly  expanded  capabilities  for high power  testing of new
technology transmitters. Relocation is scheduled for the Summer of 2000. The new
headquarters and operations facility will be located in Oaks, Montgomery County,
Pa., a suburb of  Philadelphia.  On behalf of Acrodyne,  Sinclair entered into a
lease agreement for the new facility.  Acrodyne will sub-lease the facility from
Sinclair.  Compensation  for assistance  with this  arrangement in the amount of
$70,000 will be paid to Sinclair in the form of 36,700 shares of Acrodyne common
stock. Until Acrodyne assumes the responsibility for the lease, Sinclair will be
compensated $70,000 on each anniversary date.


<PAGE>


RESULTS OF OPERATIONS
================================================================================

The following compares the Company's summary results of operations for the three
months ended March 31, 2000 to the three months ended March 31, 1999:

                                  Three Months Ended March 31

                                  2000                       1999
Net Sales                       $1,575,319    100%        $3,023,091     100%
Cost of Sales                    1,149,982     73%         1,931,348      64%
                         -----------------          ----------------
  Gross Profit                     425,337     27%         1,091,743      36%
Operating Expenses               1,076,254     68%         1,061,656      35%
                         -----------------          ----------------
Operating Loss                 $ (650,917)   (41%)          $ 30,087       1%
                               ===========                  ========

Sales  decreased by $1,782,072 or 53% from the three months ended March 31, 2000
as compared to the three months ended March 31, 1999.  The reduction in sales is
mainly due to the delay in  purchasing  of  Digital  transmission  equipment  by
broadcasters.  A significant  number of  broadcasters  have on file with the FCC
applications for increased digital  transmitter  power.  Transmitter  orders are
being delayed until the FCC authorizes  these power increases .In addition,  the
U.S. TV broadcast  industry is also experiencing  further delays due to concerns
over the appropriate transmission standards.

Gross margin on sales decreased to 27% for the first quarter 2000 as compared to
36% for same period in 1999.  Margins for the quarter were adversely affected by
lower sales  volume in 2000,  and a higher sales volume of Low Band VHF products
and pass-through  vendor sales, which historically have resulted in lower profit
margins due to more labor  intensive  manufacturing.  Also,  contributing to the
decrease in profit  margin were excess  field  installation  costs and  warranty
repairs  for the ACT and ARS  series  transmitters  manufactured  in late  1998.
Management  believes it has identified  the problems  causing these excess costs
and is implementing  corrective  actions.  The company  continued its efforts at
improving  future  manufacturing  efficiency by the  additions of  manufacturing
management,  materials management,  production planning and test supervision. As
future  volumes  increase,  these  expenses will be absorbed  without an adverse
effect on margins.

Operating  expenses for the first quarter of 2000 were $1,076,254 as compared to
$1,061,656  for the  same  period  in 1999  representing  a slight  increase  of
$14,598.  Maintaining stability and improving efficiencies in operating expenses
are consistent with the Company's strategy to restructure,  rebuild and improve,
in  anticipation  of  significant  growth of the new IOT (Quantum)  product line
introduced at the NAB 2000 Show in Las Vegas (April 10-13, 2000)


<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
================================================================================

Historically,  Acrodyne has financed its activities  primarily from  operations,
borrowings and equity  transactions  and more recently  through  investments and
funding by the Sinclair Broadcast Group. At March 31, 2000 the Company's working
capital  decreased  by $180,224 to  $4,050,862  as  compared  to  $4,231,086  at
December 31, 1999, mainly from the decrease in cash and and Customer Advances.

Accounts  receivable at March 31, 2000 were  $1,218,691  and decreased  slightly
from December 31, 1999. Allowance for Doubtful accounts were recorded at $65,000
and $60,000 for March 31, 2000 and December 31, 1999, respectively.

Inventories,  net of reserves in the amount of $387,000, increased to $6,881,895
on March 31, 2000 from  $6,401,277  at December 31, 1999 This increase is mainly
due to the build up of equipment for the NAB2000 Show in Las Vegas.

In September of 1999, the Company,  established a new $2,500,000 credit facility
(the "Credit Facility")  arrangement with a bank for working capital purposes to
replace its then  existing bank credit  facilities.  The credit  facility  bears
interest at LIBOR rate plus 200 basis points 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 the maintance of a
minimum  tangible net worth.  As of December  31,  1999,  the Company was not in
compliance with the terms of the credit facility. The bank has provided a waiver
for the 1999 event of  default.  The credit  facility is  collateralized  by all
personal  property of the Company and expires on July 31,  2000.  In  connection
with this  facility,  the bank required as a condition of the loan that Sinclair
unconditionally and irrevocably guarantee all of the Company's obligations under
the Credit Facility.  In November of 1999,  Sinclair and Acrodyne entered into a
Guaranty and Lease Compensation  Agreement under which, (i) in consideration for
Sinclair  guaranteeing  Acrodyne's  loan  of  $2,500,000  from  PNC  Bank  as of
September 19, 1999,  Sinclair  received 75,300 Shares and, (ii) in consideration
for  Sinclair  entering  into a lease with PBP LP for the  benefit of  Acrodyne,
Sinclair  received 36,700  additional  Shares. As of March 31, 2000 Acrodyne has
$1,559,405  outstanding  against  this  facility as compared  to  $1,613,404  at
December 31, 1999. The maximum  available  under the line of credit at March 31,
2000 based on the standard formula was $1,559,405.



     Certain Relationships with Sinclair:

     On January 27, 1999 Sinclair  Broadcast Group 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., 112,000 shares were
recently  acquired in the Lease and Loan  Guarantee  Agreement and 75,000 shares
were  recently  acquired in the  exercise of 75,000  warrants  from the Investor
Warrant  Agreement.  Sinclair  now holds an  aggregate  of  2,418,333  shares of
Acrodyne,  representing approximately 34.64% of issued common stock, assuming no
other warrants are exercised. If Sinclair were to exercise all warrants received

<PAGE>
pursuant to the Subscription Agreement,  Sinclair would own 11,642,268 shares of
Common Stock,  representing  71.85% of all  outstanding  voting stock on a fully
diluted basis.

SIGNIFICANT AND RECENT EVENTS

In February  2000,  the Company  terminated  18 of its employees in an effort to
control  costs in  anticipation  of lower than  forecasted  sales  volume and to
maintain its' working capital.

During March 2000,  the Company  entered into a license  agreement  (the License
Agreement")  with  Sinclair  for the  exclusive  right to  manufacture  and sell
certain Sinclair designed analog and digital  transmitter lines. Under the terms
of the License Agreement,  the Company will pay to Sinclair an annual royalty of
$300,000 for five years.  There was no royalty expense incurred during the first
quarter of 2000. Following the fifth year of the License Agreement,  the Company
shall pay to Sinclair an annual  royalty  equal to 1.0% of revenues  realized by
the Company attributable to the License Agreement.

During March 2000, the Company entered into a subordinated  debenture  agreement
(the "Debenture") with Sinclair.  Under the terms of the Debenture,  the Company
may borrow up to $2,000,000  at an interest rate of 10.5%.  The first payment of
interest  shall  be made  April  1,  2000  and on a  monthly  basis  thereafter.
Principal is payable upon demand of Sinclair.  Further,  Sinclair has the right,
at any time,  to convert  all, but not less than all, of the  principal  owed to
Sinclair into the Company's  common stock at $3.45 per share. As of May 8, 2000,
Acrodyne has drawn $860,000 against this Debenture to fund operating needs.

The Company has  experienced net losses and incurred cash flow deficits in prior
years. These losses and cash flow deficits have continued through March of 2000.
The Company expects to fund its cash requirements in 2000 with proceeds from the
Credit Facility and a $2,000,000 subordinated debenture with Sinclair.  Sinclair
has further committed to provide the necessary level of financial support to the
Company to enable it to pay its debts as they become due and fund operations and
investing needs through January 1, 2001.



<PAGE>
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.


<PAGE>
ACRODYNE COMMUNICATIONS, INC.
PART II. OTHER INFORMATION
================================================================================

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

none



Item 6.

none



<PAGE>


                                   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 15, 2000                             /s/ A. Robert Mancuso
                                            -----------------------------
                                                 A. Robert Mancuso
                                                 President and CEO