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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                   FORM 10-K/A
                                (Amendment No. 2)

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended                                        Commission File
December 31, 1998                                                 Number 0-11685

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                              RADYNE COMSTREAM INC.
             (Exact name of Registrant as specified in its charter)

               NEW YORK                                       11-2569467
     (State or other jurisdiction                         (I.R.S. Employer
   of incorporation or organization)                      Identification No.)


                 3138 East Elwood Street, Phoenix, Arizona 85034
               (Address of Principal Executive Offices) (Zip Code)



        Registrant's telephone number including area code: (602) 437-9620

       Securities Registered Under Section 12(b) of the Exchange Act: None

         Securities Registered Under Section 12(g) of the Exchange Act:

                          Common Stock, $.002 Par Value
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     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_  No____


     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K 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-K or any amendment to this
Form 10-K. [ ]


     The  aggregate  market  value of the voting  stock  held by  non-affiliates
(deemed by the registrant to be persons,  along with members of their  families,
known to the  registrant to  beneficially  own,  exclusive of shares  subject to
options,  less  than 5% of the  outstanding  shares of the  registrant's  common
stock) of the registrant as of March 22, 1999 was approximately $1,877,000


     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Section  12,  13 or 15 (d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a Court. Yes _X_   No____


     As of March 22,  1999,  there  were  5,932,346  shares of the  registrant's
common stock outstanding.




<PAGE>



                                EXPLANATORY NOTE

     This  Amendment  No. 2 on Form 10-K/A to the Annual  Report on Form 10-K of
Radyne ComStream Inc. amends and restates in its entirety Exhibit 23.2.

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

                                              RADYNE COMSTREAM INC.
                                             ----------------------
                                                  (Registrant)


                                          By: /s/ Robert C. Fitting
                                              ----------------------------------
                                              Robert C. Fitting, Chief Executive
                                              Officer and President

Dated: August  26 , 1999

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
          Name                                        Title                                    Date
         ------                                      -------                                  ------
<S>                                 <C>                                                 <C>
/s/ Lim Ming Seong                  Chairman of the Board of Directors                  August  26 , 1999
--------------------------------
Lim Ming Seong


/s/ Robert C. Fitting               Chief Executive Officer, President                  August  26 , 1999
--------------------------------    and Director
Robert C. Fitting


/s/ Garry D. Kline                  Vice President, Finance                             August  26 , 1999
--------------------------------    (Principal Financial and
Garry D. Kline                      Accounting Officer)



/s/ Robert A. Grimes                Director                                            August  26 , 1999
--------------------------------
Robert A. Grimes


/s/ Lee Yip Loi                     Director                                            August  26 , 1999
--------------------------------
Lee Yip Loi


/s/ Dennis Elliot                   Director                                            August  26, 1999
--------------------------------
Dennis Elliot
</TABLE>



                                  EXHIBIT INDEX

Exhibit Number                             Description
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    23.2                         Consent of Deloitte & Touche LLP