SECURITIES AND EXCHANGE COMMISSION
                      Washington, D. C.  20549
 
                             FORM 10-KSB

               Annual Report Under Section 13 or 15(d) of
                  the Securities Exchange Act of 1934

For the fiscal year ended                               Commission file
December 31, 1996                                       number O-8482

                         ASTROCOM CORPORATION                          
            (Name of small business issuer in its charter)

      Minnesota                                         41-0946755             
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                      Identification No.)

  2700 Summer Street N.E., Minneapolis, Minnesota       55413-2820        
(Address of principal executive offices)                 (zip code)

Issuer's telephone number, including area code: (612) 378-7800

Securities registered pursuant to Section 12(g) of the Act:
         
         Shares of Common Stock, par value $.10 per share              
                           (Title of Class)

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

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B 
is not contained herein, and will not be contained, to the best of registrant's 
knowledge, in definitive proxy or information statements incorporated by 
reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. 
[X]

Issuer's revenues for its most recent fiscal year were $3,302,751.

As of March 14, 1997, the aggregate market value of the voting stock held by 
non-affiliates was $17,242,000, computed by reference to the average of the bid 
and asked prices on such date, as reported in the over-the-counter market.

As of March 27, 1997, there were outstanding 9,617,868 shares of the 
registrant's common stock, par value $.10 per share, its only class of stock.

DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the annual report to shareholders for the year ended
     December 31, 1996, are incorporated by reference into Part II.

     Portions of the proxy statement for the annual meeting of shareholders to 
     be held on May 22, 1997, are incorporated by reference into Part III.
     
<PAGE>
<PAGE>
PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

     (a)  BUSINESS DEVELOPMENT.

     Astrocom Corporation ("Astrocom") was incorporated in the State of 

Minnesota on September 28, 1968. Astrocom has been engaged in the design, 

development, manufacture, assembly and sale of electronic products used for 

data communications since it commenced operations in 1968.
     
     4300 Peavey Road Corporation, a wholly-owned, inactive subsidiary of 

Astrocom, was formerly engaged in the manufacture and sale of printed circuit 

boards. 
        
        As used in this Form 10-KSB report, the term "registrant" shall refer 

to Astrocom Corporation and its wholly-owned subsidiary as a single entity, 

unless the context indicates otherwise.
     
     (b)  BUSINESS OF REGISTRANT.
     
     ELECTRONIC PRODUCTS.  Registrant develops, manufactures, markets and 

services electronic devices which address key areas of wide area data, voice and

video communication networks.  Registrant's current products can be generally 

placed in the following product categories: T1 and Fractional T1 CSU/DSU's and 

Multiplexers, 56/64K Kbps DDS CSU/DSU's and Statistical Multiplexers.  These 

products contain all the features and functionality of industry standard 

counterparts combined with application specific added value features which 

address the requirements of the Internet, Video Conferencing and Corporate

Internetworking markets.  Advanced features of registrant's products help

organizations make better use of their bandwidth and reduce capital costs. 

Registrant's products are backed by 2-year, 5-year and lifetime warranties

which include its signature Customer Service program which provides 7 days a

week, 24 hours a day toll-free technical support and free overnight replacement

of failed units. 
     
     Registrant's customers include telephone companies, Internet Service 

Providers (ISPs), corporate and institutional end-users, integrators, 

distributors and original equipment manufacturers (OEMs). Two purchasers of 

registrant's products each accounted for more than 10% of registrant's total

net revenues during 1996.
     
     The sales activities for registrant's electronic products are carried on 

by three regional sales managers and five manufacturers representative firms 

channel sales flow through a network of approximately six domestic and five 

international top-tier distributors who buy the products for resale to dealers 

and integrators. These distributors employ sales people who contact dealers 

and integrators in principal areas of the United States and foreign markets. In 

addition to channel sales, registrant's sales force pursues direct business

with sizable service providers, OEMs and end-user accounts.  Registrant

provides marketing support through participation in selected industry trade

shows, through a comprehensive corporate web site, through direct mail

campaigns and through cooperative marketing activities with distributors. 

Registrant has international distributors in Europe, Canada and the Far East.
     
     PRINTED CIRCUIT BOARDS.  Registrant's wholly-owned subsidiary, Circuit 

Board One, Inc. (since renamed 4300 Peavey Road Corporation), manufactured 

printed circuit boards for registrant's use and for sale to outside customers 

until the sale of its business and substantially all of its assets on May 29, 

1990. Since that time, the subsidiary has been inactive.
     
     MANUFACTURING.  In 1996, registrant subcontracted over 95% of its 

manufacturing operations to outside organizations specializing in 

manufacturing.  Registrant believes that there are several outside 

organizations who could provide the specialized manufacturing services required 

by registrant.   
     
     SOURCE AND AVAILABILITY OF MATERIALS.  The outside organizations with 

which registrant subcontracts to do its manufacturing purchase the necessary 

components and raw materials.  Registrant purchases a limited amount of 

components and raw materials from an assortment of suppliers, manufacturers 

and distributors throughout the United States.  Registrant believes that there 

are several sources of supply for the required components and raw materials.  
     
     PATENTS.  Registrant has no patents, exclusive licenses, franchises or 

concessions which are of material importance to its business.  Registrant has 

registered the trademark "WanMaster" with the United States Patent and 

Trademark Office and is in the process of registering additional trademarks.
     
     BACKLOGS AND TURN-OVER.  The backlog of unfilled orders for electronic 

products as of March 14, 1997, was approximately $160,000, as compared to 

approximately $200,000 on March 15, 1996. In addition to the respective 

backlogs of unfilled orders on March 14, 1997, and March 15, 1996, registrant 

also anticipated receiving lease revenues of $4,000 under existing leases 

during each of the ensuing 12-month periods. Registrant normally fills its 

orders for electronic products within ten days after receipt. Accordingly, the 

backlog and anticipated lease revenue figures are not indicative of future 

sales.  There is no significant seasonal aspect to the backlog for electronic

products.
     
     GOVERNMENT SALES.  Registrant has for several years sold and leased 

electronic products to various United States government agencies. Revenues 

received from such sales and leases totaled approximately $13,000 in 1996 and 

$12,455 in 1995.
     
     COMPETITION.  The business of registrant is highly competitive.  Price 

competition and service are the most significant features of the market in 

which registrant competes. Registrant competes on a nationwide basis with many 

other firms. Almost all of its competitors are larger and financially stronger 

than registrant, including IBM.  Management believes that registrant accounts 

for only a very small portion of the respective national and local markets.
     
     RESEARCH AND DEVELOPMENT.  Registrant spent $442,000 in 1995 and $490,000 

in 1996 for research and development. 
     
     Registrant deducts internal research and development costs as items of 

expense as they occur.   

     Registrant recognizes that the sale of electronic products will require 
     
continuous development of new products and refinement of established products.
     
     GOVERNMENT REGULATION.  Some of registrant's electronic products are used 

in conjunction with the telephone network.  Existing Federal Communications 

Commission (FCC) regulations and local tariffs allow such products to be 

interconnected with the telephone network. Certain of the products marketed by 

registrant have been registered with the FCC and management believes they meet 

all applicable FCC standards. Restrictive changes in interstate regulation (FCC 

jurisdiction) or intrastate tariffs (state regulatory agency jurisdiction) 

could limit the uses and hence the marketability of some of registrant's 

products.
     
     ENVIRONMENTAL ISSUES.  Management believes that compliance with federal, 

state and local provisions which have been enacted or adopted regulating the 

discharge of materials in the environment or otherwise relating to the 

protection of the environment should have no material effect upon the capital 

expenditures, earnings and competitive position of registrant's operations.
     
     EMPLOYEES.  As of March 14, 1997, registrant had a total of 29 employees, 

which includes five officers, 15 technical and marketing employees, three 

clerical employees and six production employees.  Registrant's inactive 

wholly-owned subsidiary has no employees.
     
     No employees are currently represented by labor organizations and there 

are no collective bargaining agreements. Registrant provides paid holidays and 

vacations. In addition, registrant provides and partially funds group medical, 

dental and life insurance.
     
     FOREIGN OPERATIONS.  Approximately 9% and 10% of registrant's revenues 

from continuing operations were derived from customers in foreign countries in 

1996 and 1995, respectively.
     
     SALE OF SUBSIDIARY AND LEASE SETTLEMENT COSTS.  On May 29, 1990, 

registrant's wholly-owned subsidiary sold its business and substantially all of 

its assets to Visi-Tour Vision, Inc. (subsequently renamed Circuit Board One, 

Inc.). As a result of that transaction, all of the subsidiary's right, title 

and interest in a real estate lease and various equipment leases were assigned 

to Circuit Board One, Inc., but registrant remained contingently liable to the 

respective lessors in the event of default by Circuit Board One, Inc. On 

June 24, 1991, Circuit Board One, Inc. filed for protection under Chapter 11 of 

the Bankruptcy Code. On July 28, l992, a plan of reorganization proposed by 

Circuit Board One, Inc. was approved by the Bankruptcy Court.  Circuit Board 

One, Inc. ceased operations on October 8, l992.  
     
     The real estate lease assigned to Circuit Board One, Inc. covered a 29,867 

square foot office, manufacturing and warehouse facility at 4300 Peavey Road, 

Chaska, Minnesota. Registrant's guaranty of the lease remained in effect after 

the assignment to Circuit Board One, Inc.  After Circuit Board One, Inc. ceased 

operations on October 8, 1992, the landlord asserted a claim against 

registrant. This matter was settled during 1993, and the landlord and the 

registrant agreed upon a settlement payment schedule. Registrant continues to 

make payments pursuant to such payment schedule.  See Notes to Financial 

Statements.  
     
     TRANSACTIONS WITH HANROW FINANCIAL GROUP, LTD.  

     A.  Hanrow Financial Group, Ltd./Hanrow Capital Fund Five.  On March 15, 

1991, registrant and Hanrow Financial Group, Ltd. ("Investor") entered into a 

Purchase Agreement ("Agreement") pursuant to which Investor agreed to purchase 

654,545 shares of common stock of registrant at $.55 per share, a $360,000 

five year Subordinated Note bearing interest at 16% per annum and secured by a 

second security position in all assets of registrant, and a Warrant enabling 

Investor to purchase 180,000 shares of the common stock of registrant at $1.00 

per share.
     
     On March 15, 1991, registrant delivered to Hanrow Capital Fund Five, a 

Minnesota limited partnership, the assignee of Investor, a certificate for 

654,545 shares of common stock in exchange for payment of $360,000. On 

April 5, 1991, registrant delivered the Subordinated Note and Warrant in 

exchange for payment of an additional $360,000.
     
     On April 5, 1992, the Subordinated Note was reduced by $60,000 in exchange 

for 200,000 shares of common stock. Registrant also issued a Warrant enabling 

Hanrow Capital Fund Five to purchase 50,000 shares of the common stock of 

registrant at $.35 per share for a period of five years and the interest rate 

on the remaining $300,000 subordinated debt balance was reduced to 13%.  
     
     On June 3, 1993, registrant borrowed $33,000 from Hanrow Capital Fund 

Five. On June 30, 1993, Hanrow Capital Fund Five received 110,000 shares of 

the common stock of registrant at $.30 per share in exchange for conversion of 

the $33,000 loan. At that time, Hanrow Capital Fund Five also received an 

additional 365,833 shares of the common stock of registrant at $.30 per share 

in exchange for a $100,000 reduction in the Subordinated Note and conversion 

of the interest payment in the amount of $9,750 to be owing to it by 

registrant as of July 1, 1993.
     
     On June 16, 1993, registrant issued a Warrant enabling Investor to 

purchase 50,000 shares of the common stock of registrant at $.30 per share for 

a period of five years. Registrant delivered the Warrant in consideration of 

financial and management advisory services provided to registrant by Investor.
     
     On June 30, 1994, Hanrow Capital Fund Five received 13,000 shares of the 

common stock of registrant at $.50 per share in payment of the interest in the 

amount of $6,500 to be owing to it by registrant as of July 1, 1994.
     
     On April 5, 1996, Hanrow Fund Five converted the remaining $200,000 

principal amount of the Subordinated Note into 200,000 shares of Convertible 

Preferred Stock, $1.00 par value.  The Preferred Stock is convertible into 

shares of the common stock of registrant at $.46 per common share.  The 

Preferred Stock is callable by registrant at $2.00 per share on April 5, 2000. 

     B.  Hanrow Capital Fund X.  In August and September 1994, registrant 

borrowed an additional $65,785 from Hanrow Capital Fund X.  On December 22, 

1994, registrant issued a Convertible Debenture covering the loaned amount.  On 

December 22, 1994, registrant also issued a Warrant enabling Hanrow Capital Fund

X to purchase 131,570 shares of the common stock of registrant at $.50 per share

from December 22, 1994 through December 31, 1999.  

     On March 15, 1995, registrant borrowed an additional $35,000 from Hanrow 

Capital Fund X.  A Convertible Debenture covering the additional loaned 

amount, and containing the same terms and conditions as the December 22, 1994 

Convertible Debenture, was issued by registrant.  Registrant also issued a 

Warrant enabling Hanrow Capital Fund X to purchase 70,000 shares of the common 

stock of registrant at $.50 per share from March 15, 1995 through December 31, 

1999.
     
     On June 30, 1996, Hanrow Capital Fund X exchanged its two Convertible 

Debentures for a new Note bearing interest at 10%.  This Note was paid in full 

by registrant in September 1996.

     C.  Covenants.  The March 15, 1991 Agreement and related Security Agreement

contained various covenants relating to registrant's operations and financial 

condition. From time to time in 1992, 1993, 1994 and 1995, registrant was in 

violation of several of these covenants. By letter dated March 27, 1992, 

Investor waived registrant's breach of covenants for the period ending December

31, 1991 and agreed to modify various covenants for 1992. Investor delivered a 

First Amendment to Purchase Agreement, Subordinated Promissory Note and

Security Agreement, dated March 26, 1992, setting forth the modifications to 

the covenants.  Investor waived registrant's breach of certain covenants for 

the periods ending December 31, 1992, December 31, 1993, December 31, 1994

and December 31, 1995.  No waiver letter was requested for the period ending

December 31, 1996.   
     
     D.  Hanrow Business Finance Corp.  In consideration of a $50,000 loan made 

to registrant on May 10, 1996, and an additional $25,000 loan made to registrant

on June 5, 1996, Hanrow Business Finance received warrants to purchase an 

aggregate 75,000 shares of the common stock of registrant at $1.50 per share.  

The warrants were issued on August 1, 1996, and September 1, 1996, the 

respective dates on which the loans were repaid.

     PRIVATE PLACEMENT.  During the period from July 31, 1996 through October 

25, 1996, registrant sold 3,501,000 Units (consisting of one share of 

registrant's common stock and a redeemable warrant to purchase one share of 

registrant's common stock) in a private placement to accredited investors, at a 

price of $1.00 per Unit.

ITEM 2.   DESCRIPTION OF PROPERTY.
     
     ST. PAUL PROPERTIES.  On June 1, 1992, registrant sold and assigned to 

The Crepeau Company ("Crepeau") all rights, duties and liabilities registrant 

had under a lease from the Port Authority which covered approximately 33,600 

square feet of office and manufacturing space and 165,258 square feet of land 

at 120 West Plato Boulevard, St. Paul, Minnesota, in the St. Paul Port 

Authority's Riverview Industrial Area West. The lease from the Port Authority 

runs through August 31, 2007.  Registrant remains contingently liable to the 

Port Authority in the event that Crepeau defaults under the terms of the 

lease.  
     
     Registrant leases from the St. Paul Port Authority 81,568 square feet of 

undeveloped land. The lease runs through August 31, 2007 and provides for 

rental payments of $626 per month. On August 16, 1993, registrant subleased 

said undeveloped land to Rutzick-Sheehy Office Center, a Minnesota general 

partnership. The sublease runs through August 31, 2007, and provides for 

payments of $626 per month during the entire term of the sublease. The 

sublease further provides for payments of an additional $870 per month for a 

12 month period which ended July 16, 1994. Subtenant also agreed to pay all 

taxes, special assessments and other charges and expenses required to be paid 

by registrant pursuant to its lease with the Port Authority.
     
     On March 5, l993, registrant entered into a Lease Agreement with Summer 

Business Center Partnership ("Summer") pursuant to which registrant leases 

approximately 17,524 square feet of square feet of office and manufacturing 

space at 2700 Summer Street NE, Minneapolis, Minnesota.  The lease runs from 

April 9, l993, through March 31, l999, and provides for escalating monthly 

rental payments over the term of the lease, with registrant to pay all taxes 

and insurance and utility, maintenance and other costs. 
     
     On February 21, 1995, registrant and Summer entered into an Amendment to 

Lease providing that effective March 1, 1995, the leased premises would be 

reduced by 2,262 square feet and redefined to be 15,262 square feet of office 

and manufacturing space.  The Amendment provides for rental payments of 

$6,995.08 per month for the months of April 1996 through March 1999.

ITEM 3.   LEGAL PROCEEDINGS.

     On July 27, 1983, the Board of the Minnesota Pollution Control Agency 

found registrant and 13 other corporations to be responsible persons under the 

Minnesota Superfund Act and thereby secondarily liable for the cleanup of 

hazardous wastes given to Ecolotech and Brian Carriere. Ecolotech collected 

such waste materials from registrant during the period 1973 to 1978. On 

January 25, 1984, registrant and the 13 other corporations entered into an 

agreement to share the costs of cleanup and litigation in proportion to the

respective volumes of waste materials given by each to Ecolotech. As of 

March 14, 1997, registrant had paid approximately $171,000 pursuant to the 

agreement, none of which was paid during 1996. The cleanup was completed on 

February 1, 1986. During February, 1987, a judgment was obtained in favor of 

registrant and the 13 other corporations against Carriere Properties and 

others. No estimate can be given as to the collectibility of said judgment. 

Registrant believes that any costs or liabilities that it may incur in 

connection with any latent problems will not have a material effect on the 

financial condition of registrant.
     
     In June 1988, registrant was informed by Mibco, the owner and lessor of 
     
the Minnetonka facility where registrant's wholly-owned subsidiary was located 

until March 6, 1989, that there were soil and groundwater contamination 

problems at the facility. There currently appear to be seven companies 

(including Mibco) which are potentially responsible parties. Registrant's 

alleged involvement occurred during the period March 1972 through September 

1973. The matter has been reported to the Minnesota Pollution Control Agency 

(MPCA) which has made a preliminary assessment, conducted a followup site 

investigation and included of the site on Minnesota's permanent list of 

priorities.  Registrant will participate in proceedings initiated by the MPCA. 

Registrant believes that any costs or liabilities that it may incur in 

connection with the proceedings before the MPCA will not have a material effect 

on the financial condition of registrant.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.
     
     On December 20, 1996, registrant held a special meeting of its 

shareholders.  At such meeting, the shareholders amended registrant's Restated 

Articles ofIncorporation to increase the number of authorized shares of common

stock from 10,000,000 to 50,000,000.


PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     The information regarding Market and Dividend Data included in

registrant's annual report to shareholders for the year ended December 31, 

1996, is incorporated herein by reference.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS.
     
     Management's Discussion and Analysis of Financial Condition and Results 

of Operations included in registrant's annual report to shareholders for the 

year ended December 31, 1996, are incorporated herein by reference.

ITEM 7.   FINANCIAL STATEMENTS.

     The financial statements included in registrant's annual report to 
     
shareholders for the year ended December 31, 1996, are incorporated herein by 

reference.

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE.

     No disagreements with accountants have occurred within the two-year period 

ended December 31, 1996, which required reporting on Form 8-K.

PART III

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
     
     The information required by Item 9 is incorporated herein by reference 

to the proxy statement to be filed within 120 days after year end.

ITEM 10.   EXECUTIVE COMPENSATION.

     The information required by Item 10 is incorporated herein by reference 

to the proxy statement to be filed within 120 days after year end.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The information required by Item 11 is incorporated herein by reference to 
     
the proxy statement to be filed within 120 days after year end.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information required by Item 12 is incorporated herein by reference 

to the proxy statement to be filed within 120 days after year end.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.
     
     (a)  Listing of Exhibits:

          3(i)      Restated Articles of Incorporation of registrant 
                    [incorporated by reference to Exhibit 19 to Form 10-Q for 
                    the quarter ended June 30, 1984 (File No.0-8482)].

          3(ii)     Restated Bylaws of registrant [incorporated by reference 
                    to Exhibit 3(ii) to Form 10-K for the year ended 
                    December 31, 1984 (File No. 0-8482)].
                    
          3(iii)    Amendment to Restated Bylaws of registrant adopted by the 
                    directors on June 25, 1985 [incorporated by reference to 
                    Exhibit 3(iii) to Form 10-K for the year ended December 31, 
                    1986 (File No. 0-8482)].

          3(iv)     Amendment to Restated Articles of Incorporation of 
                    registrant approved by shareholders at May 20, 1987 meeting 
                    [incorporated by reference to Exhibit 3(iv) to Form 10-K 
                    for the year ended December 31, 1987 (File No. 0-8482)].

          3(v)      Amendment to Restated Bylaws of registrant adopted by the 
                    directors on February 21, 1988 [incorporated by reference 
                    to Exhibit 3(iv) to Form 10-K for the year ended 
                    December 31, 1988 (File 0-8482)].

          3(vi)     Amendment to Restated Bylaws of registrant adopted by the 
                    directors on July 31, 1989 [incorporated by reference to 
                    Exhibit 3(vi) to Form 10-K for the year ended December 31, 
                    1989 (File 0-8482)].

          3(vii)    Amendment to Restated Articles of Incorporation of
                    registrant approved by shareholders at December 20, 1996
                    meeting.

          10(i)     1988 Stock Option Plan of registrant as approved by 
                    shareholders at May 25, 1988 meeting [incorporated by 
                    reference to Exhibit 10(iv) to Form 10-K for the year ended 
                    December 31, 1988 (File No. 0-8482)].

          10(ii)    Amendment to 1988 Stock Option Plan of registrant adopted 
                    by the directors on October 17, 1988 [incorporated by 
                    reference to Exhibit 10(v) to Form 10-K for the year ended 
                    December 31, 1989 (File No. 0-8482)].

          10(iii)   Amendment to 1988 Stock Option Plan of registrant adopted 
                    by the directors on January 25, 1996 and approved by the
                    shareholders on May 23, 1996 [incorporated by reference
                    to Exhibit 10(iii) to Form 10-KSB Report for the year ended
                    December 31, 1996 (File No. O-8482)]. 
                    
          10(iv)    Lease Agreement between registrant and Port Authority of 
                    the City of St. Paul, dated September 1, 1977 
                    [incorporated by reference to Exhibit 1 to Form 8-K Report 
                    for September 27, 1977 (File No. 0-8482)].

          10(v)     Asset Sale Agreement between registrant's subsidiary, 
                    Circuit Board One, Inc. and Visi-Tour Vision, Inc., dated 
                    March 16, 1990 [incorporated by reference to Exhibit 
                    10(viii) to Form 10-K Report for the year ended 
                    December 31, 1989 (File No. 0-8482)].

          10(vi)    Agreement for Assignment and Assumption of Lease between 
                    registrant and the Crepeau Company, dated January 16, 1992 
                    [incorporated by reference to Exhibit 10(xi) to Form 10-K 
                    Report for the year ended December 31, 1991 (File 0-8482)].

          10(vii)   Purchase Agreement between registrant and Hanrow Financial 
                    Group, Ltd., dated March 15, 1991 [incorporated by 
                    reference to Exhibit 10(x) to Form 10-K Report for the 
                    year ended December 31, 1990 (File 0-8482)].

          10(viii)  Subordinated Promissory Note, Security Agreement and 
                    Warrant, dated April 5, 1991, delivered to Hanrow Financial 
                    Group, Ltd. [incorporated by reference to Exhibit 10(xiii) 
                    to Form 10-K Report for the year ended December 31, 1991 
                    (File 0-8482)].

          10(ix)    First Amendment to Purchase Agreement, Subordinated 
                    Promissory Note and Security Agreement [incorporated by 
                    reference to Exhibit 10(xv) to Form 10-K Report for the 
                    year ended December 31, 1991 (File 0-8482)].

          10(x)     Lease Agreement between registrant and Summer Business 
                    Center Partnership, dated March 5, 1993 [incorporated by 
                    reference to Exhibit 10(xvi) to Form 10-KSB Report for the 
                    year ended December 31, 1992 (File O-8482)].

          10(xi)    Factoring Agreement between registrant and Hanrow Business 
                    Finance Corp., dated January 7, l993 [incorporated by 
                    reference to Exhibit 10(xvii) to Form 10-KSB Report for the 
                    year ended December 31, 1992 (File O-8482)].

          10(xii)   Sublease Agreement between registrant and Rutzick-Sheehy 
                    Office Center, dated August 16, 1993 [incorporated by 
                    reference to Exhibit 10(xiv) to Form 10-KSB Report for the 
                    year ended December 31, 1993 (File O-8482)].

          10(xiii)  Warrant, dated June 16, 1993, delivered to Hanrow Financial 
                    Group, Ltd. [incorporated by reference to Exhibit 10(xvi) 
                    to Form 10-KSB Report for the year ended December 31, 1993 
                    (File O-8482)].

          10(xiv)   Convertible Debenture and Warrant, dated December 22, 1994, 
                    delivered to Hanrow Capital Fund X [incorporated by 
                    reference to Exhibit 10(xix) to Form 10-KSB Report for the 
                    year ended December 31, 1994 (File O-8482)].

          10(xv)    Warrant, dated June 30, 1995, delivered to H. Leigh 
                    Severance [incorporated by reference to Exhibit 10(xv) to
                    Form 10-KSB Report for the year ended December 31, 1995
                    (File O-8482)].

          10(xvi)   Amendment to Lease between registrant and Summer Business 
                    Center Partnership, dated February 21, 1995 [incorporated 
                    by reference to Exhibit 10(xxi) to Form 10-KSB Report for 
                    the year ended December 31, 1994 (File O-8482)].

          10(xvii)  Non-Employee Directors' Equity Compensation Plan approved
                    by shareholders at May 25, 1996 meeting [incorporated by
                    reference to Exhibit 10(xix) to Form 10-KSB Report for the
                    year ended December 31, 1995 (File No. O-8482)].

          13        Registrant's 1996 Annual Report to Shareholders.

          22        List of registrant's subsidiaries.

          23        Consent of Independent Auditors.

     (b)  Reports on Form 8-K filed in the fourth quarter of 1996:

          No reports on Form 8-K were filed in the fourth quarter of 1996.

<PAGE>
<PAGE>
SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant 
has duly caused this report to be signed on its behalf by the undersigned, 
thereunto duly authorized.

                              ASTROCOM CORPORATION


                              By: s/ S. Albert D. Hanser         
                                  S. Albert D. Hanser, President      
                                  and Chief Executive Officer 

Dated: March 31, 1997.

                              By: s/ Claire Canavan 
                                  Claire Canavan, Principal
                                  Financial Officer and Principal
                                  Accounting Officer


     In accordance with the Exchange Act, this report has been signed below by 
the following persons, constituting a majority of the Board of Directors, on 
behalf of the registrant and in the capacities and on the dates indicated.

                                        Date

s/ S. Albert D. Hanser                  March 31, 1997
S. Albert D. Hanser, Director

s/ Dennis E. Evans                      March 31, 1997
Dennis E. Evans, Director

s/ Raymond F. Good                      March 31, 1997
Raymond F. Good, Director

s/ Roger V. Stageberg                   March 31, 1997
Roger V. Stageberg, Director

s/ Douglas M. Pihl                      March 31, 1997
Douglas M. Pihl, Director

<PAGE>
<PAGE>
Exhibit 3(vii)      Amendment to Restated Articles of Incorporation approved by
                    shareholders at December 20, 1996 meeting

Exhibit 13          Registrant's 1996 Annual Report to Shareholders

Exhibit 22          List of registrant's subsidiaries

Exhibit 23          Consent of Independent Public Accountants 
                         

<PAGE>
<PAGE>
                         Exhibit 3(vii)

          AMENDMENT TO RESTATED ARTICLES OF INCORPORATION

     Article V of the Articles of Incorporation of Astrocom Corporation was
amended to read as follows:

                           ARTICLE V

     The authorized number of shares of the corporation shall be Fifty-five
Million (55,000,000), classified and designated as follows:

     A.	Common Shares: Fifty Million (50,000,000) shares are classified and
designated as common stock with a par value of Ten Cents (.10) per share.

     B.Preferred Shares: Five Million (5,000,000) shares are classified and 
designated as preferred stock.

     Without limiting the power of the directors to fix the relative rights and
preferences of any class or series of authorized shares of the corporation, as
authorized by the Minnesota Business Corporation Act, the Board of Directors
is authorized and empowered to fix or alter, as to any shares of the
corporation authorized but unissued at the time, any or all of the following
matters, to wit: (1) the dividend rate; (2)the redemption price;
(3) the liquidation price; (4) the conversion rights; (5) the voting rights;
(6) the sinking or purchase fund rights; or (7) the number of shares in any 
series or any class, all in the manner and in accordance with the statutes,
as the same may be from  time to time, for such cases made and provided.
The Board of Directors is authorized to establish into more than one class 
or series the shares comprising any class of stock designated in this Article
V.

<PAGE>
<PAGE>
                            Exhibit 13

                        REGISTRANT'S 1996
                  ANNUAL REPORT TO SHAREHOLDERS



                      ASTROCOM CORPORATION


                       1996 ANNUAL REPORT



























                     2700 Summer Street N.E.
                Minneapolis, Minnesota 55413-2820
                         (612) 378-7800

<PAGE>
<PAGE>
TO OUR SHAREHOLDERS:
[To be provided at a later date.]
<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

OVERVIEW

Astrocom, a public company (O.T.C., ATCC), was incorporated in 1968 to design,
manufacture and distribute telecommunications products to serve the
short-haul communication market by providing line drivers and other
equipment for local area networks (LANs).  In 1989 the Company developed
high speed digital access communication equipment for wide area networks
(WANs).  Astrocom's CSU/DSUs (Channel Service Unit/Digital Service Unit)
function to interface high handwidth telephone company services for such
applications as high-speed Internet acess, video conferencing and 
corporate internetworking.  Astrocom multiplexers reduce telecomunications
costs by combining up to seven separate data paths into a single
communication line.  Astrocom products are used by internet service
providers, telephone service providers, government and educational
entities, private enterprises and others.  Astrocom sells its products
through a direct sales force, as well as an international network of
distributors, value-added resellers (VARs) and original equipment
manufacturers (OEMs).

COMPARISON OF 1996 WITH 1995

REVENUES increased 3.9% to $3,303,000 from $3,178,000 in 1995.  This increase 

in sales was primarily attributable to an increase in sales of the NX-1

product and the introduction of the T-series product in late 1996.  Gross

profit (before inventory write-off) declined slightly to $1,138,000 in 1996

from $1,141,000 in 1995.  The gross margin declined from 35.9% in 1995

to 34.5% in 1996, because of a combination of competitive pricing pressure 

and product cost issues.  The Company expects to increase the gross margin

in 1997 by reducing its manufacturing costs.

RESEARCH AND DEVELOPMENT EXPENSES increased by 0.6% from $442,000 in 1995 to

$444,000 in 1996.  Astrocom substantially increased its research and

development efforts in the fourth quarter by recruiting several experienced 

telecommunications engineers and accelerating development efforts on two

new product families, the T-1000 and SP100, which are full-featured T1 and

fractional T1 CSU/DSUs.  Expenses related to product development and testing

also contributed to the increase.  Astrocom will continue its focus on 

product develpment in 1997, and expects that research and development

expenses will increase accordingly.

SELLING AND ADMINISTRATIVE EXPENSES increased by 2.4% from $479,000 in 1995 

to $490,000 in 1996.  A combination of increased sales and marketing

expenditures and additions to management accounted for the increases.

Sales and marketing efforts were enhanced by the addition of experienced

sales personnel, reorganization of the distributor network and increased

advertising and promotional activities.  Increased administrative expense

stemmed from the addition of a chief operating officer and other senior 

managers.  These expenses are ongoing and will be in efect for all of

1997.

INTEREST EXPENSES were $97,000 for 1996, a 14% decrease from $112,000 in 

1995, a result of lower levels of borrowing in the final months of 1996 due 

to the Company's securities offering.  The Company expects that borrowing 

levels will remain constant or decline in 1997.

LIQUIDITY AND RESOURCES

During 1996 the Company financed its operations through a combination of 

sources:  a private placement of equity securities, usage of a bank line of 

credit and short-term notes to certain shareholders.  The Company raised 

$3,046,000 in net proceeds from the sale of common stock in 1996.  Sources 

and uses of cash from operations were approximately neutral.

Capital expenditures for property and equipment were approximately $270,000 in

1996, up significantly from $80,000 in 1995.  Large purchases in 1996 

included an integrated manufacturing software package, a telephone system, 

testing devices and computer design equipment.  The Company expects to 

purchase additional computer and design equipment in 1997.

The bank line of credit allows the Company to borrow up to $600,000.  The 

Company expects to renew the line relationship when it expires on April 30,

1997.

Based upon anticipated working capital needs, the Company believes that 

availability under the line of credit, cash reserves and cash flow from 

operations will be sufficient to finance its needs throughout 1997.

<PAGE>
<PAGE>


                            FINANCIAL STATEMENTS

                            ASTROCOM CORPORATION

                         DECEMBER 31, 1996 AND 1995

<PAGE>
<PAGE>
                              
                              
                              
                          Contents
                              
Report of Independent Auditors                            1

Audited Financial Statements

Balance Sheet                                             2
Statements of Operations                                  4
Statements of Shareholders' Equity (Deficit)              5
Statements of Cash Flows                                  6
Notes to Financial Statements                             7

<PAGE>
<PAGE>
                              
               Report of Independent Auditors


Board of Directors
Astrocom Corporation

We  have  audited the accompanying balance sheet of Astrocom
Corporation  as  of  December 31,  1996,  and  the  related
statements of operations, shareholders' equity (deficit) and
cash  flows  for  each of the two years in the  period  then ended.
These financial statements are the responsibility  of the  Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan
and perform the audit to obtain reasonable  assurance about  whether
the financial statements are free of material misstatement. An audit
includes examining, on a test  basis, evidence  supporting the 
amounts and disclosures in the financial statements. An audit also 
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In  our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Astrocom Corporation at December 31, 1996,  and the results of its
operations and its cash flows for each of the  two years in the
period then ended, in conformity  with generally accepted accounting
principles.

                                        /s/ Ernst & Young LLP

Minneapolis, Minnesota
March 6, 1997
<PAGE>
<PAGE>
<TABLE>
<CAPTION>


                    Astrocom Corporation
                              
                        Balance Sheet
                              
                      December 31, 1996
                              
                              
<S>                                               <C>
Assets                                            
Current assets:                                   
Cash                                               $       979,000
Accounts receivable, less allowance of $15,000             594,000
Inventories                                                913,000
Prepaid expenses                                            32,000
Total current assets                                     2,518,000
                                                  
Buildings, machinery, and equipment:              
Buildings                                                    5,000
Machinery and equipment                                  1,243,000
Office furniture and fixtures                              830,000
Total buildings, machinery and equipment                 2,078,000
Accumulated depreciation                                (1,638,000)
                                                           440,000
                                                  
Demonstration, sample and repair inventory                  55,000
Other assets                                                11,000
                                                  
Total assets                                            $3,024,000
</TABLE>                              
<PAGE>                              
<PAGE>
                             
<TABLE>
<CAPTION>
                              
Liabilities and shareholders' equity              

<S>                                                <C>
Current liabilities:                              
Notes payable to bank                              $       444,000
Accounts payable                                           367,000
Accrued expenses                                            69,000
Current portion of lease settlement costs                   30,000
Total current liabilities                                  910,000
                                                  
Lease settlement costs                                      62,000
                                                  
Long-term debt                                               1,000
                                                  
Shareholders' equity:                             
Preferred stock, $1.00 par value:                 
  Authorized share - 5,000,000                       
  Issued and outstanding shares - 200,000                  200,000
Common stock, $.10 par value:                     
  Authorized shares - 50,000,000                    
  Issued and outstanding shares - 9,597,163                959,000
Additional paid-in capital                               6,426,000
Accumulated deficit                                     (5,534,000)
Total shareholders' equity                               2,051,000
Total liabilities and shareholders' equity              $3,024,000
                              
                              
See accompanying notes.
</TABLE>
<PAGE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                    Astrocom Corporation
                              
                  Statements of Operations
                              
                              
                              
                                       Year ended December 31
                                           1996         1995
<S>                                    <C>          <C>           
Net sales                              $ 3,287,000  $ 3,178,000
Cost of products sold                    2,237,000    2,037,000
Write-off of inventory                                  398,000
Gross profit                             1,050,000      743,000
                                                 
Selling and administrative expenses      1,574,000    1,274,000
Research and development expenses          445,000      442,000
Operating expenses                       2,019,000    1,716,000
                                                 
Operating loss                            (969,000)    (973,000)
                                                 
Other income (expense):                          
Interest income                             11,000    
Interest expense                           (97,000)    (112,000)
Net loss                                (1,055,000)  (1,085,000)
                                                 
Less preferred stock dividends               9,000   
Loss applicable to common stock        $(1,064,000) $(1,085,000)
                                                       
Net loss per common share              $    (.16)   $    (.21)
Weighted average number of common                 
shares outstanding                       6,605,169    5,053,995
                              
                              
See accompanying notes.
</TABLE>

<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                              Astrocom Corporation
                                        
                  Statements of Shareholders' Equity (Deficit)
                                        
                                           
                                                                             Additional               
                                    Prefered        Common  Stock            Paid-In            Accumulated
                                     Stock        Shares       Amount         Capital              Deficit         Total
<S>                              <C>          <C>         <C>            <C>                   <C>              <C>      
Balance, December 31, 1994       $            4,854,773    $ 486,000     $ 3,433,000           $ (3,385,000)    $  534,000
 Issuance of common stock for                                                                 
    retirement plan                              14,013        1,000           4,000                                 5,000
 Issuance of common stock                       756,666       76,000         151,000                               227,000
 Issuance of common stock for                                              
    debt conversion and
    settlement of litigation                    314,000       31,000          53,000                                84,000
 Issuance of common stock for
    services                                     30,000        3,000          15,000                                18,000
 Issuance of common stock for  
    Directors' fees                              45,000        4,000           4,000                                 8,000
 Exercise of stock options                        1,250 
 Net loss                                                                                        (1,085,000)    (1,085,000)
Balance, December 31, 1995                    6,015,702      601,000       3,660,000             (4,470,000)       209,000)
 Issuance of common stock, net of                                             
    offering costs of $455,000                3,501,000      350,000       2,696,000                             3,046,000
 Issuance of preferred stock for   
    debt conversion                200,000                                                                         200,000
 Issuance of common stock for
    retirement plan                               3,961                        8,000                                 8,000
 Issuance of common stock in                                                  
    connection with the
    exercise of warrants                         31,500       3,000            9,000                                12,000
 Issuance of common stock for
    Directors' fees                              45,000       5,000           53,000                                58,000
    Dividends on preferred stock                                                                     (9,000)        (9,000)
 Net loss                                                                                        (1,055,000)    (1,055,000)
 Balance, December 31, 1996      $ 200,000    9,597,163    $959,000       $6,426,000            $(5,534,000)   $(2,051,000)
                                       
                                      
See accompanying notes.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>   
                  Astrocom Corporation
                              
                  Statements of Cash Flows
                              
                     
                              
                                                     Year ended
                                                     December 31
                                                   1996      1995
<S>                                          <C>           <C>
Cash flows from operating activities              
Net loss                                     $(1,055,000)  $(1,085,000)
Adjustments to reconcile net loss to net           
  cash used in operating activities:
    Depreciation and amortization                135,000       146,000
    Issuance of stock to directors and            66,000        49,000  
       employees
   Changes in assets and liabilities:                 
       Accounts receivable                        22,000      (148,000)
       Inventories                              (626,000)      447,000
       Prepaid expenses                          (18,000)        1,000
       Demonstration, sample and repair
          inventory                               (2,000)       (2,000)
       Other assets                               (2,000)       (1,000)
       Accounts payable                         (237,000)      278,000
       Accrued expenses                            3,000        29,000
Net cash used in operating activities         (1,714,000)     (286,000)
                                                   
Cash flows from investing activities               
Purchases of equipment                          (206,000)      (80,000) 
Net cash used in investing activities           (206,000)      (80,000)
                                                   
Cash flows from financing activities               
Proceeds from sale of stock                    3,046,000       227,000
Cash received from exercise of warrants           12,000
Dividends paid                                    (9,000)
Net proceeds on revolving credit agreement                     122,000
Proceeds from notes payable                                     90,000
Payments on notes payable and capital   
   lease obligations                            (231,000)
Net cash provided by financing activities      2,818,000       439,000
                                                   
Increase in cash                                 898,000        73,000
Cash at beginning of year                         81,000         8,000
Cash at end of year                         $    979,000    $   81,000
                                                   
Supplemental cash flow information                 
Conversion of subordinated debt into    
   preferred stock                         $     200,000   
                              
See accompanying notes.

</TABLE>
<PAGE>
<PAGE>
                   Astrocom Corporation

               Notes to Financial Statements

                      December 31, 1996

1. Nature of Business and Significant Accounting Policies

Nature of Business and Operations

Astrocom  Corporation (the "Company") designs, manufactures, and  markets
advanced digital communications equipment for the data transmission needs
of corporations and other large organizations.  The  principal markets
for the Company's products are the United States, Europe and Asia.

The  Company's  management believes that the current  credit facilities
available to it from the bank, which it  expects to be able to renew upon
its expiration in April 1997, along with increased sales levels and
continued focus on controlling costs, will enable the Company  to achieve
profitability. As a result, the Company believes that cash flows from
operations, along with available working capital financing under a
renewed credit agreement, will be sufficient to meet its cash
requirements through December 31, 1997. If the Company were unable to
renew its existing credit facilities, management believes that it would be
able to obtain a similar credit facility with another financial
institution.  The Company's financial results could be adversely affected
if it was unable to obtain other working capital financing.

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company considers all
investments with a maturity of three months or less when purchased
to be cash equivalents.

Inventories

Inventories are stated at the lower of cost or market, determined on
an average cost basis.

Buildings, Machinery and Equipment

Buildings, machinery and equipment, including assets under capital leases,
are carried at cost and depreciated over 5 to 10 years using the
straight-line or double declining balance methods.

1.  Nature  of Business and Significant Accounting Policies (continued)

Demonstration, Sample and Repair Inventory

This equipment is held for sale and is amortized over an estimated useful
life of five years.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the financial
statement carrying amounts of assets and liabilities and their respective tax
bases.

Stock-Based Compensation

The Company has adopted the disclosure-only provisions of Statement of 
Financial Accounting Standards No. 123, "Accounting  for Stock-Based
Compensation" (Statement  123), but applies Accounting Principles
Board Opinion No. 25 (APB 25) and related interpretations in accounting
for its plans.  Under  APB  25,  when the exercise price of  employee
stock options  equals the market price of the underlying stock  on
the date of grant, no compensation is recognized.

Use of Estimates

The  preparation of financial statements in conformity  with
generally accepted accounting principles requires management
to  make  estimates and assumptions that affect the  amounts
reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

Net Loss Per Share

Net  loss  per share of common stock is computed by dividing
net  loss applicable to common stock by the weighted average
number of common shares outstanding during the period.

2. Inventories

Inventories consisted of the following:

<TABLE>
<CAPTION>
                                             1996          1995
<S>                                      <C>           <C>    
Purchased parts, materials and supplies  $ 557,000     $  92,000
Work in process                             23,000
Finished products                          368,000       210,000
Less obsolescence reserve                  (35,000)      (15,000)
                                         $ 913,000     $ 287,000

</TABLE>

3. Debt

Notes Payable to Bank:

The Company has entered into a line of credit agreement with
a  bank,  whereby  the Company may borrow  up  to  $600,000,
depending upon levels of accounts receivable, at 4% over the
prime  lending  rate (10.25% at December 31,  1996)  with  a
minimum  interest rate of 10%. The bank has been  granted  a
security  interest  in  substantially  all  assets  of   the
Company.  The agreement expires April 1, 1997,  but  may  be
withdrawn at the option of the bank. The outstanding balance
under  the line of credit agreement was $444,000 at December
31, 1996.

Bridge Loans:

During  1996,  the Company borrowed $225,000 through  bridge
loan  agreements,  including $75,000  from  Hanrow  Business
Finance.  The bridge loan agreements bore interest  at  rate
between  12%-13%. In connection with the bridge  loans,  the
Company issued warrants to purchase 225,000 shares of common
stock.  The warrants are exercisable at $1.50 per share  and
remain  outstanding until 2001. The bridge loans were repaid
in 1996.

3. Debt (continued)

Lease Settlement Costs:

In conjunction with the Company's sale of certain operations
in  1990,  the  Company  remained  contingently  liable  for
certain  leases on equipment and real estate. The purchasers
of  these  operations  went bankrupt  and  the  Company  was
obligated on the lease guarantees. During 1993, the  Company
agreed to terms with the lessors and recorded the settlement
at  its present value of $125,000 using an 8% interest rate.
During   1995,  the  Company  renegotiated  the   settlement
agreement  extending the payment terms through 1998.  Future
settlement payments are as follows:

<TABLE>
<CAPTION>
   <S>                                    <C>
   1997                                   $  36,000
   1998                                      66,000
   Total minimum settlement payments        102,000
   Less amount representing interest         10,000
                                             92,000

   Less current portion                      30,000
   Long-term portion                      $  62,000

</TABLE>

The  carrying  amounts of the Company's debt instruments  in
the  balance  sheet  at December 31, 1996 approximate  their
fair value.

4. Operating Leases

The  Company has a non-cancelable operating lease  agreement
for  a  building that expires in March 1999. Rental  expense
included  in  operations for this lease for the years  ended
December  31,  1996  and 1995 totaled $82,033  and  $18,193,
respectively.  Future minimum rentals  under  the  operating
lease agreement are as follows:

Years ending:                                    
<TABLE>
<CAPTION>
    <S>                                      <C>
    1997                                     $  84,000
    1998                                        84,000
    1999                                        21,000
                                              $189,000
</TABLE>

5. Shareholders' Equity

Preferred Stock

In  March  1996, the Company converted the Hanrow  Financial
Group  $200,000  subordinated note into  200,000  shares  of
preferred  stock.  The preferred stock is  callable  by  the
Company on April 5, 2000. The preferred stock bears a coupon
rate  of 6% payable quarterly and is convertible into common
stock at $.46 per share.

Common Stock

In  December  1995, the Company sold 756,666 shares  of  its
common stock at $.30 per share, resulting in proceeds to the
Company of $227,000.

In  September 1996, the Company sold 3,501,000  units  in  a
private  placement  of its common stock,  resulting  in  net
proceeds to the Company of $3,046,000. Each unit sold in the
private placement consisted of one share of common stock and
one redeemable warrant. Each redeemable warrant entitles the
holder  to  purchase one share of common stock at $1.50  per
share.  The  Company may redeem the redeemable  warrants  at
$.01 per share of common stock at any time subsequent to 180
days  after  the issuance of the redeemable warrant  if  the
closing price of the Company's common stock is above
$2.00  per  share for twenty consecutive days subsequent  to
the  date the redeemable warrants are first redeemable.  The
redeemable  warrants expire in September 1999. In connection
with  the private placement, the Company granted the selling
agent  a warrant to purchase 350,100 shares of common  stock
at an exercise price of $1.00 per share. The warrant expires
five years after the date of grant.

6. Stock Options and Warrants

The  Company's stock option plans authorize the granting  of
incentive  and non-qualified stock options. Incentive  stock
options  may be granted to key employees at prices equal  to
the  fair  market value at the date of grant.  Non-qualified
stock  options may be granted to employees, members  of  the
Board  of  Directors,  consultants, and  other  persons  who
provide  services to the Company. Non-qualified options  may
be  granted  at prices not less than 85% of the fair  market
value  at the date of grant. Options granted generally  vest
over a period of 48 months.

6. Stock Options and Warrants (continued)

A summary of outstanding options is as follows:

<TABLE>
<CAPTION>
                                                              Weighted
                                   Shares                     Average
                                   Reserved      Options      Exercise
                                   For           Outstand -   Price Per
                                   Grant         ing          Share
                                                 
<S>                              <C>             <C>          <C>
Balance, December 31, 1994       453,750         570,000      $  .39
 Granted                        (677,500)        677,500         .49
 Terminated                                     (179,250)        .36
 Exercised                                        (1,250)        .27
 Increase in shares reserved
    for grant                  1,000,000
Balance, December 31, 1995       776,250        1,067,000        .46
 Granted                         367,500          367,500       1.32
 Terminated                                      (204,000)       .55
 Canceled/expired                                 (10,000)       .88
 Increase in shares reserved  
    for grant                    500,000
Balance, December 31, 1996       908,750         1,220,500    $  .70

</TABLE>

As   of   December  31,  1996  there  were  775,000  options
outstanding  with  exercise prices between  $.27  and  $.50,
206,000  options  outstanding with exercise  prices  between
$.56 and $1.00 and 239,500 options outstanding with exercise
prices  between  $1.56  and  $1.88.  At  December  31,  1996
outstanding   options   had  a  weighted-average   remaining
contractual life of 4 years.

The  number of options exercisable as of December  31,  1996
and 1995 were 673,875 and 485,625, respectively, at weighted
average  exercise  prices  of  $.54  and  $.42  per   share,
respectively.

The  weighted  average fair value of options granted  during
the years ended December 31, 1996 and 1995 was $.92 and $.32
per share, respectively.

6. Stock Options and Warrants (continued)

Pro Forma Disclosures

Pro  forma information regarding net income and earnings per
share  is required by Statement 123, and has been determined
as  if  the  Company  had accounted for its  employee  stock
options  under the fair value method of that Statement.  The
fair  value for these options was estimated at the  date  of
grant  using a Black-Scholes option pricing model  with  the
following  weighted-average assumptions for 1996  and  1995,
respectively: risk-free interest rate of 5.5%;  no  dividend
yield; volatility factor of the expected market price of the
Company's  common  stock  of .846%; and  a  weighted-average
expected life of the option of 4 years.

The  Black-Scholes option valuation model was developed  for
use  in  estimating the fair value of traded  options  which
have no vesting restrictions and are fully transferable.  In
addition,  option  valuation models  require  the  input  of
highly  subjective assumptions including the expected  stock
price  volatility.  Because  the  Company's  employee  stock
options  have  characteristics significantly different  from
those  of  traded  options,  and  because  changes  in   the
subjective input assumptions can materially affect the  fair
value estimate, in management's opinion, the existing models
do  not necessarily provide a reliable single measure of the
fair value of its employee stock options.

For  purposes  of pro forma disclosures, the estimated  fair
value  of  the  options is amortized  to  expense  over  the
options' vesting period. The Company's pro forma information
follows:

<TABLE>
<CAPTION>
                                                   1996         1995
<S>                                           <C>           <C> 
Pro forma loss applicable to common shares    $(1,127,000)  $(1,108,000)
Pro forma loss per common share                     $(.17)        $(.22)

</TABLE>

Note: the pro forma effect on the net loss for 1996 and 1995
is  not representative of the pro forma effect on net income
(loss)  in  the future years because it does not  take  into
consideration  pro  forma compensation  expense  related  to
option grants made prior to 1995.

6. Stock Options and Warrants (continued)

Warrants

The  Company has granted warrants for the purchase of shares
of  the Company's common stock to directors and certain debt
and  equity  holders.  The warrants are  fully  vested  upon
issuance  and  expire  in  varying  amounts  through   2002.
Information with respect to warrants granted as of  December
31, 1996 and 1995 is summarized as follows:

<TABLE>
<CAPTION>
                                                           Warrant
                                            Shares         Price Per
                                                           Share
<S>                                       <C>          <C>
Outstanding at December 31, 1994          1,091,070    $.30 to $1.00
  Granted                                   202,000        .50
Outstanding at December 31, 1995          1,293,070     .30 to $1.00
  Granted                                 4,153,335     .88 to $1.88
  Canceled 
  Exercised                                 (31,500)       .38
Balance, December 31, 1996                5,414,905    $.30 to $1.88

</TABLE>

Of the warrants  granted  during  1996,  3,501,000   are
redeemable  warrants granted in connection with the  private
placement of common stock (see Note 5).

7. Income Taxes

Deferred  tax  assets  and  liabilities  consisted  of   the
following:

<TABLE>
<CAPTION>
                                                  1996       1995
<S>                                          <C>           <C>
Net operating loss carryforwards             $3,565,000    $3,064,000
Tax credit carryforwards                        130,000       130,000
Inventory                                        14,000        48,000
Other                                            51,000        39,000
Deferred tax assets                           3,760,000     3,281,000
Depreciation                                     73,000        65,000
Deferred tax liability                           73,000        65,000
                                               3,833,00     3,216,000

Less valuation allowance                     (3,833,000)   (3,216,000)
Net deferred tax assets                      $        0    $        0

</TABLE>

7. Income Taxes (continued)

The  Company  has net operating loss carryforwards  and  tax
credit  carryforwards at December 31, 1996 of  approximately
$8,914,000  and $130,000, respectively, which are  available
to  reduce  income  taxes  payable in  future  years.  These
carryforwards  and  credits will  expire  at  various  times
through the year 2011.

8. Retirement Plan

The  Company has a Retirement Savings Plan for its employees
which  allows participants to make contributions  by  salary
reduction pursuant to section 401(k) of the Internal Revenue
Code.  The  Company  may match up to 25% of  the  employees'
contributions  to  a maximum of 3% of the employee's  annual
salary. Employees vest immediately in their contribution and
vest  in  the  Company's  contribution  after  one  year  of
service. The Company's contribution to the plan in 1996  and
1995   was   3,961  and  14,013  shares  of  common   stock,
respectively,  with  fair  market  values  of  approximately
$8,000   and   $5,000,  respectively,   at   the   date   of
contribution.   Future   matching  contributions   will   be
determined annually by the Board of Directors.

9. Export Sales and Major Customers

The  Company  had export sales of $273,303 and $315,430  for
the  years  ended December 31, 1996 and 1995,  respectively.
The sales were primarily to customers located in Europe.

The  Company  has  one  product family  that  accounted  for
approximately 61% and 58% of total sales for the years ended
December 31, 1996 and 1995, respectively.

For  the  year ended December 31, 1996, the Company had  net
sales  to  two customers which totaled 45% of the total  net
sales  for  the year. The receivable balance due from  these
customers was $328,809 at December 31, 1996.

10. Supplemental Cash Flow Information

The  Company made interest payments of $104,000 and $106,000
for   the   years   ended  December  31,  1996   and   1995,
respectively.

11. Related Party Transactions

In 1996, the Company's officers advanced the Company $68,000
against the collection of certain receivables and received a
3%  fee  for the advances. The receivables were subsequently
collected and the advances were repaid.




<PAGE>
<PAGE>
CORPORATE DATA

OFFICERS:

S. Albert D. Hanser
Chairman and Chief Executive Officer

Thomas J. Carter
President and Chief Operating Officer

Cheryl Olseth
Vice President - Marketing & Sales

Claire Canavan
Vice President and Chief Financial Officer

Brien W. Johnson
Vice President - Finance, Secretary and Treasurer

DIRECTORS:

S. Albert D. Hanser

Raymond F. Good
Executive Consultant

Roger V. Stageberg
Attorney at Law, Lommen, Nelson, Cole & Stageberg, P.A.

Dennis E. Evans
President and Chief Executive Officer, Hanrow Financial Group, Ltd.

Douglas M. Pihl
Special Technical Adviser to Ascend Communications, Inc.

SHAREHOLDER INFORMATION

AUDITORS

Ernst & Young LLP
1400 Pillsbury Center
Minneapolis, MN 55402

LEGAL COUNSEL

Lommen, Nelson, Cole & Stageberg, P.A.
1800 IDS Center
80 South Eighth Street
Minneapolis, MN 55402

REGISTRAR/TRANSFER AGENT

Norwest Stock Transfer
161 N. Concord Exchange
South St. Paul, MN 55075

FACILITY

Corporate Office
2700 Summer Street NE
Minneapolis, MN 55413

ANNUAL MEETING

The annual meeting of Astrocom shareholders will be held at 3:00 p.m. May 22, 
1997 at Astrocom Headquarters, 2700 Summer Street N.E., Minneapolis, 
Minnesota.  Shareholders and other interested parties are encouraged to attend.

FORM 10-KSB

A copy of the annual report filed with the Securities and Exchange Commission 
of Form 10-KSB is available to shareholders, without charge, upon written 
request to Brien W. Johnson, Astrocom Corporation, 2700 Summer Street N.E., 
Minneapolis, Minnesota 55413.

MARKET AND DIVIDEND DATA:

The Common Stock of Astrocom Corporation was traded during 1996 on the 
over-the-counter Bulletin Board under the symbol ATCC.  The high and low 
selling prices for the Common Stock were as follows:

<TABLE>
<CAPTION>

                              1995                1996
                         High      Low       High    Low
<S>                      <C>       <C>       <C>     <C>
First Quarter            1/2       5/16      1 1/8   1/4
Second Quarter           7/8       1/4       1 3/8   3/4
Third Quarter            43/64     1/4       1 3/4   7/8
Fourth Quarter           7/16      1/8       2       1 3/8

</TABLE>

The Company has never paid a cash dividend and is restricted from paying 
dividends pursuant to a subordinated debt agreement dated April 5, 1991.  The 
Company intends to retain any earnings to finance the development of its 
business and, accordingly, does not anticipate payment of a cash dividend in 
the foreseeable future.

On March 14, 1997 the Company had approximately 770 shareholders of record.

<PAGE>
<PAGE>
                             Exhibit 22

                        LIST OF SUBSIDIARIES

                      State or                                  Percentage
                      Territory of                              Ownership of
Name                  Incorporation    Address                  Registrant  

4300 Peavey Road      Minnesota        2700 Summer Street          100%
Corporation                            Minneapolis, MN 55413

<PAGE>
<PAGE>
                        Exhibit 23


Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 299184) pertaining to the 1988 Incentive Stock Option Plan of
our report dated March 6, 1997, with respect to the financial statements 
incorporated by reference in this Annual Report on Form 10-KSB of 
Astrocom Corporation for the year ended DecemberE31, 1996.

	/s/ Ernst & Young LLP


Minneapolis, Minnesota
March 31, 1997