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

               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


PART II


ITEM 6.  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 access, video conferencing and 
corporate internetworking.  Astrocom multiplexers reduce telecommunications
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 3.4% to $3,287,000 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 to $832,000 in 1996

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

to 25.3% in 1996, because of a combination of competitive pricing pressure 

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

in 1997 by reducing its manufacturing costs.

RESEARCH AND DEVELOPMENT EXPENSES increased by 0.7% from $442,000 in 1995 to

$445,000 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 development in 1997, and expects that research and development

expenses will increase accordingly.

SELLING AND ADMINISTRATIVE EXPENSES increased by 34% from $1,274,000 in 1995 

to $1,711,000 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 effect 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.  

RESTATEMENT

Subsequent to December 31, 1996, the Company determined that its December 31,

1996 inventories were overstated, and accordingly has restated its 1996 

financial statements.  The restatement resulted in a decrease in inventories 

and an increase of the previously reported cost of products sold, net loss and 

accumulated deficit by $218,000.  In addition, the Company has determined that 

certain common stock issuances during 1996 were incorrectly recorded.  The 
 
resulting restatement increased the previously reported net loss by $138,000

but had no impact on shareholders' equity.  As a result of the above adjust-

ments, the net loss per common share has been increased from $(.16) to $(.22).

                      As reported   Inventory        Stock         As restated
                                    Adjustment     Adjustment
Loss applicable to   $(1,064,000)   $(218,000)     $(138,000)      $(1,420,000)
   common stock
Net loss per               $(.16)                                        $(.22)
   common share

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 

$3,096,000 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 $206,000 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, as of March 31, 1997, allowed the Company to borrow up 

to $600,000.  The Company expects to renew the line relationship when it 

expires on April 30, 1997.

The accompanying financial statements have been prepared assuming the Company

will continue as a going concern, which contemplates the realization of assets

and the satisfaction of liabilities in the normal course of business.  The
 
Company has experienced operating losses in each of fiscal years 1994 through 

1996, and has continued to operate at a loss through the six-months ended June 

30, 1997, depleting most of its available capital.  The Company is dependent on 

future financing activities to continue as a going concern.  Management is 

evaluating financing alternatives; however, there can be no assurance that the 

Company will be successful in obtaining financing on terms favorable to the 

Company.

Because of uncertainties regarding the achievability of management's plans, no

assurance can be given about the Company's ability to continue in existence.  

The financial statements do not include any adjustments to reflect the 

possible future effects on the recoverability and classification of assets or 

the amounts and classification of liabilities that may result from the 

possible inability of the Company to continue as a going concern.

ITEM 7.  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.

The accompanying financial statements have been prepared assuming Astrocom
Corporation will continue as a going concern.  As more fully described in Note
13, the Company has experienced continued operating losses in each of 
fiscal years 1994 through 1996, and has continued to operate at a loss through
the six months ended June 30, 1997, depleting most of its available capital. 
These conditions raise substantial doubt about the Company's ability 
to continue as a going concern. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the outcome of this uncertainty.

                                       /s/ Ernst & Young LLP

Minneapolis, Minnesota
March 6, 1997, except as to Notes 12 and 13 as to which the date is
November 14, 1997.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>


                    Astrocom Corporation
                              
                        Balance Sheet
                              
                      December 31, 1996

                         (Restated)                              
                              
<S>                                               <C>
Assets                                            
Current assets:                                   
Cash                                               $       979,000
Accounts receivable, less allowance of $15,000             594,000
Inventories                                                695,000
Prepaid expenses                                            32,000
Total current assets                                     2,300,000
                                                  
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                                            $2,806,000
</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 - 9,863,829                986,000
Additional paid-in capital                               6,537,000
Accumulated deficit                                     (5,890,000)
Total shareholders' equity                               1,833,000
Total liabilities and shareholders' equity              $2,806,000
                              
                              
See accompanying notes.
</TABLE>
<PAGE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                    Astrocom Corporation
                              
                  Statements of Operations
                              
                              
                              
                                       Year ended December 31
                                           1996         1995
                                       (Restated)
<S>                                    <C>          <C>           
Net sales                              $ 3,287,000  $ 3,178,000
Cost of products sold                    2,455,000    2,037,000
Write-off of inventory                                  398,000
Gross profit                               832,000      743,000
                                                 
Selling and administrative expenses      1,712,000    1,274,000
Research and development expenses          445,000      442,000
Operating expenses                       2,157,000    1,716,000
                                                 
Operating loss                          (1,325,000)    (973,000)
                                                 
Other income (expense):                          
Interest income                             11,000    
Interest expense                           (97,000)    (112,000)
Net loss                                (1,411,000)  (1,085,000)
                                                 
Less preferred stock dividends               9,000   
Loss applicable to common stock        $(1,420,000) $(1,085,000)
                                                       
Net loss per common share              $    (.22)   $    (.21)
Weighted average number of common                 
shares outstanding                       6,296,494    5,053,995
                              
                              
See accompanying notes.
</TABLE>
PAGE
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                              Astrocom Corporation
                                        
                  Statements of Shareholders' Equity (Deficit)
                                                                                                           
                                                                       Additional
                               Preferred       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                                                                           (1,085,00)   (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                     66,666        7,000          43,000                    50,000
 Issuance of common stock in                                                  
    connection with the
    exercise of warrants                     231,500       23,000          77,000                   100,000
 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                                                                           (1,411,000)  (1,411,000)
 Balance, December 31, 1996     $200,000   9,863,829     $986,000      $6,537,000  $(5,890,000)  $1,833,000
    (Restated)                                   
                                      
See accompanying notes.
</TABLE>
PAGE
<PAGE>
<PAGE>
<TABLE>
<CAPTION>   
                  Astrocom Corporation
                              
                  Statements of Cash Flows
                              
                     
                              
                                                     Year ended
                                                     December 31
                                                 1996         1995
                                                (Restated)
<S>                                          <C>           <C>
Cash flows from operating activities              
Net loss                                     $(1,411,000)  $(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                              (408,000)      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         (1,852,000)     (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                    3,096,000       227,000
Cash received from exercise of warrants          100,000
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      2,956,000       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.

Demonstration, Sample and Repair Inventory

This equipment is not 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  $ 392,000     $  92,000
Work in process                            107,000
Finished products                          231,000       210,000
Less obsolescence reserve                  (35,000)      (15,000)
                                         $ 695,000     $ 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  rates
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.

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.

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.

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    $(1,483,000)  $(1,108,000)
Pro forma loss per common share                     $(.24)        $(.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.

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                                (231,500)    .38 to   .50
Balance, December 31, 1996                5,214,905    $.30 to $1.88

</TABLE>

Of the warrants  granted  during  1996,  3,501,000   are
redeemable warrants sold as part of the private
placement of common stock units (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             $3,708,000    $3,064,000
Tax credit carryforwards                        130,000       130,000
Inventory                                        14,000        48,000
Other                                            51,000        39,000
Deferred tax assets                           3,903,000     3,281,000
Depreciation                                     73,000        65,000
Deferred tax liability                           73,000        65,000
                                               3,830,00     3,216,000

Less valuation allowance                     (3,830,000)   (3,216,000)
Net deferred tax assets                      $        0    $        0

</TABLE>

The  Company  has net operating loss carryforwards  and  tax
credit  carryforwards at December 31, 1996 of  approximately
$9,132,000  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.

12. Restatement

The Company has determined that its inventories at December
31, 1996 were overstated, and accordingly has restated its 
1996 financial statements.  The restatement resulted in a 
decrease in inventories and an increase of the previously 
reported cost of products sold, net loss and accumulated deficit
by $218,000.  The restatement resulted primarily from a 
compilation error in the Company's physical inventory procedures.

In addition, the Company has determined that certain common stock
issuances during 1996 were incorrectly recorded.  The resulting
restatement increased the previously reported net loss by
$138,000, but had no impact on shareholders' equity.

As a result of the above adjustments, the net loss per common
share has been increased from $(.16) to $(.22).

                     As reported    Inventory       Stock      As restated
                                    Adjustment    Adjustment
Loss applicable to  $(1,064,000)    $(218,000)    $(138,000)  $(1,420,000)
   common stock
Net loss per              $(.16)                                    $(.22)
   common share

13. Going Concern

The accompanying financial statements have been prepared assuming
the Company will continue as a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal
course of business.  The Company has experienced operating losses in
each of fiscal years 1994 through 1996, and has continued to operate
at a loss through the six-months ended June 30, 1997, depleting most
of its available capital.  The Company is dependent on future financing
activities to continue as a going concern.  Management is evaluating
financing alternatives; however, there can be no assurance that the
Company will be successful in obtaining financing on terms favorable to
the Company.

Because of uncertainties regarding the achievability of management's 
plans, no assurance can be given about the Company's ability to
continue in existence.  The financial statements do not include any
adjustments to reflect the possible future effects on the 
recoverability and classification of assets or the amounts and
classification of liabilities that may result from the possible
inability of the Company to continue as a going concern.


<PAGE>
<PAGE>


PART III

ITEM 13.  EXHIBITS

                        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, except as to Notes 12 and 13 as to which the 
date is November 14, 1997, with respect to the financial statements incorporated
by reference in this Annual Report on Form 10-KSB/A of Astrocom Corporation for
the year ended December 31, 1996.

      /s/ Ernst & Young LLP


Minneapolis, Minnesota
November 14, 1997

<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.


Dated:   November 14, 1997                    ASTROCOM CORPORATION
                                               (Registrant)


                                      By:Ronald B. Thomas
                                         Ronald B. Thomas,
                                         Chief Executive Officer