U.S. SECURITIES AND EXCHANGE COMMISSION

                      Washington, D. C. 20549
                     
                           FORM 10-KSB
(Mark One)

X  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934 [FEE REQUIRED]
          
   For the fiscal year ended              June 30, 1997
                             ________________________________________

   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

   For the transition period from                  to

Commission file number:  0-3344 
                         _______


                           ASTROSYSTEMS, INC.
_____________________________________________________________________
            (Name of small business issuer in its charter)

             Delaware                                13-5691210
______________________________________________    ___________________
(State or other jurisdiction of                   (I.R.S. Employer 
incorporation or organization)                    Identification No.)

 
1220 Market Street, Suite 603, Wilmington, DE          19801
______________________________________________    ___________________
(Address of Principal Executive Offices)             (Zip Code)

Issuer's telephone number:        (302) 652-3115 
                           ____________________________

                      
Securities registered pursuant to Section 12(b) of the Act:

                                            Name of each exchange on which
      Title of each class                               registered 
________________________________________    _______________________________
              None                                                          
  
 
Securities registered pursuant to Section 12(g) of the Act:

                   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 Securities Exchange Act during the
past 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  YES....X....  NO..........

     Check if no disclosure of delinquent filers in response to Item
405 of Regulation S-B is contained in this form, and no disclosure
will 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.   
YES....X....  NO..........   

     The Registrant's revenues for fiscal year ended June 30, 1997
were $0.

     The aggregate market value of the Registrant's Common Stock held
by nonaffiliates of the Registrant is $1,856,793 (as of October 1, 1997).  

                   (ISSUERS INVOLVED IN BANKRUPTCY
               PROCEEDINGS DURING THE PAST FIVE YEARS):

     Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15 (d) of the Securities
Exchange Act after the distribution of securities under a plan
confirmed by a court.  YES ..........  NO ...N/A...

               (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     The number of shares outstanding of the Registrant's Common Stock
is 5,827,603 (as of August 15, 1997).

                  DOCUMENTS INCORPORATED BY REFERENCE
                                 None


                                  PART I

Item 1.     Description of Business
            _______________________

     (a)    Business Development.  
            _____________________

            (1)   General.  Prior to February 7, 1996, Astrosystems,
Inc. (the "Company") had three operating divisions: Behlman
Electronics, Inc. ("Behlman"), a wholly-owned subsidiary of the
Company which produced commercial AC power supplies, the Defense
Electronics Division which designed and manufactured power conversion
devices and the Industrial Automation Division which produced
industrial control products.

            Since its inception the Company's primary business had
been in defense electronics.  The Company's revenues decreased every
year since fiscal year 1992 from $18,100,000 in the fiscal year ended
June 30, 1992 to $12,300,000 in the fiscal year ended June 30, 1995. 
The decline was primarily due to a continuing decline in defense
budgets and severe price competition from lower cost geographical
areas and corporate consolidations.  In addition, high fixed overhead
costs necessitated by defense contracts coupled with a declining
business base were tending to make the company non-competitive.  The
Company attempted to offset this decline by increasing sales for its
commercial and industrial products and although the results showed
some promise, they were not expected to be sufficient.

            In view of the decline described above, the Board of
Directors (the "Board") considered various alternatives for maximizing
the Company's value and decided that a planned liquidation was in the
best interest of the stockholders.  In the opinion of the Board, the
Company's common stock historically had traded at a discount from the
net value of its assets and the liquidation would allow the Company to
distribute its real tangible value.  A Plan of Complete Liquidation
and Dissolution (the "Plan") for the Company was therefore submitted
to the stockholders and approved on February 2, 1996.  Pursuant to the
Plan, the Company consummated the sale of the assets of its three
operating divisions, as described below (see "Asset Purchase
Agreements").

            Since February 2, 1996, the Company has been engaged in
implementing the Plan.  Some of its ongoing activities are: 1)
implementing the asset purchase agreements (see "Asset Purchase
Agreements" below); 2) relocating the Company to Delaware (see "Other
Matters" below); 3) distributing benefit plan funds; 4) completing
open contracts and collecting accounts receivable; 5) negotiations and
litigation regarding final price determination for the asset sales; 
6)  engaging a new auditor (see "Other Matters" below); 7) determining
and implementing the distribution; 8) realizing stockholder value
for the solar cell license and AstroPower assets (see "Solar Cell
Assets" below) and 9) preparing federal and state tax returns, SEC
filings and additional federal and state filings necessary for the
dissolution process.

            On June 30, 1997, the Company declared an initial cash
distribution of $5.00 per share to stockholders of record as of August
15, 1997.  On September 8, 1997, the distribution was made.  No date
has been set for further distributions.  Under the terms of the Plan,
the Company has until February 2, 2000 to complete the liquidation by
making distributions directly to its stockholders or to a liquidating
trust.

            (2)    Asset Purchase Agreements.  Effective February 6,
1996, pursuant to a certain Asset Purchase Agreement dated as of
January 11, 1996 (the "Orbit Agreement") by and among the Company,
Behlman, Orbit International Corp. ("Orbit") and Cabot Court, Inc.
("Cabot"), a wholly-owned subsidiary of Orbit, the Company sold to
Cabot certain assets of its Defense Electronics Division and Behlman
sold to Cabot certain of its assets for an aggregate purchase price of
$3,706,700.  The purchase price is subject to adjustment based upon a
valuation of the transferred inventory and equipment as of the closing
date.  Pursuant to the Orbit Agreement, a portion of the purchase 
price is being held in escrow to provide for indemnification claims
that Cabot may assert against the Company or Behlman thereunder.  As of
June 30, 1997, the amount in escrow was approximately $773,000.  On
August 21, 1997, approximately $276,000 was released to the Company.

            The value of certain inventory items under the Orbit
Agreement currently is being disputed along with a number of other
items such as warranty costs.  However, the Company does not believe
that the final result will materially affect Net Assets in
Liquidation. 

            Effective February 7, 1996, pursuant to an Asset Purchase
Agreement of such date by and between the Company and North Atlantic
Instruments, Inc. ("North Atlantic"), the Company sold to North
Atlantic certain assets of its Industrial Automation Division for a
purchase price of $704,500.  The purchase price is subject to
adjustment based upon a valuation of the transferred inventory and
equipment as of the closing date. 

            (3)  Solar Cell Assets.  In 1983, the Company acquired
a 16-year license (the "License") from the University of Delaware
covering a new process for the manufacture of solar cells.  In
connection with the acquisition of the License, the Company issued a
$20,000,000 nonrecourse note (the "Note"), originally due in 1993 and
bearing interest at the rate of 14% per year.  The Note is secured by
the Company's rights under the License and is to be paid prior to its
due date solely on the basis of 4% of sales of products developed by
this process, subject to certain minimum quarterly payments of $11,250
to $12,500.  To date, there have been no amounts paid under the Note
other than the minimum quarterly payments.  Concurrently with the
grant of the License, a sublicense for the process was given to
AstroPower, Inc. ("AstroPower"), a company engaged in photovoltaic
research and production.  An amendment to the license agreement
extended its term to 2006; concurrently, the due date of the Note was
extended to May 1999.  The Company, for financial reporting purposes,
has not recorded the Note. 

            The Company currently owns 32.3% of the common stock of
AstroPower.  Assuming certain convertible preferred stock is converted
into common stock by stockholders of AstroPower other than the
Company, the Company's interest in AstroPower would be reduced to
22.3%.  The Company has a zero basis in its AstroPower common stock. 
There is currently no public market for the AstroPower Common Stock
and there are certain restrictions on the transferability of such shares. 
AstroPower historically has incurred losses; however, AstroPower was
profitable in the first half of 1997.  AstroPower recently received
$5,000,000 in convertible note financing from a major corporation to 
assist in the funding of a new manufacturing facility.  AstroPower is 
currently exploring other financing options, including an initial public 
offering, to finance further expansion. However, there can be no assurances 
that AstroPower will continue to be profitable or that it will be successful 
in obtaining future financing.  The Board, in its sole discretion, will 
consider placing the Company's AstroPower common stock as well as the 
License into a liquidating trust or will seek such alternate method or 
methods of sale, disposition or distribution as will maximize stockholder 
value.

            (4)  Other Matters.  On December 18, 1996, the Company's
independent auditor, Richard A. Eisner & Company LLP, resigned citing an
independence issue. The Company instituted a search for a new auditor and
in June 1997, Grant Thornton LLP was retained. The Company filed its Form
10-KSB for the fiscal year ended June 30, 1996 with unaudited financials.
Due to the unaudited nature of such filing and the fact that the Company 
was in liquidation, NASDAQ removed the Company from listing on its stock 
market.  The Company's stock continues to be publicly traded on the NASD
OTC Electronic Bulletin Board.

            The Company vacated its manufacturing and office space in Lake
Success, New York, prior to June 30, 1996, in accordance with the terms of
its lease.  The Company relocated to a new office in Wilmington, Delaware.

            The Company is a corporation originally incorporated in the
State of New York in 1959.  In April, 1987, the Company changed its state 
of incorporation to Delaware.

      (b)   Business of Issuer.  Since February 2, 1996, the Company's sole
business has been the implementation of its Plan of Complete Liquidation
and Dissolution.

            (1)    Special Features of Government Contracts.  In accordance
with the asset purchase agreements governing the asset sales, certain
government contracts previously awarded to the Company were novated to the
purchasers.  Under the standard terms of the novation agreements, the
Company remains jointly liable with the purchasers for performance under
these contracts.  In addition, a number of contracts were not novated and
the Company has subcontracted performance under these contracts to the
purchaser of its defense-related assets.  Management does not believe that
the final results of these transactions will have a material effect on the
Company's Net Assets in Liquidation.

            (2)    Solar Cell License.  The Company has a license covering
a new process for the manufacture of solar cells (see "Solar Cell Assets"
under Item 1(a) above).

            (3)    Environmental Regulation Compliance.  The Company is of
the belief that compliance with federal, state and local provisions which
may have been enacted or adopted regulating the discharge of materials into
the environment, or otherwise relating to the protection of the
environment, will have no material effect on the Company's assets.

            (4)    Number of Employees.  The Company currently has four
employees, three of whom are full time employees.  Management believes its
relations with its employees are good.  No employees are represented by a
collective bargaining agreement.

Item 2.     Description of Property.
            ________________________


            The Company's office is located in Wilmington, Delaware, where
the Company occupies approximately 1,100 square feet of usable space.  The
premises are leased from an unaffiliated party through May 31, 1999 at an
annual rental of approximately $23,000, which includes common area
maintenance and real estate taxes.  

Item 3.     Legal Proceedings.
            __________________

            There are no material pending legal proceedings to which
the Company or any of its subsidiaries is a party or of which any of their
property is the subject.

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

            On May 28, 1997, the Company held an annual meeting of
stockholders at which a board of five directors was elected.  The number of
affirmative votes and negative votes with regard to the foregoing were as
follows:

                                  Voted for              Withheld Proxy
Nominee                           Election            to vote for Election
______________________            _________           ____________________

Seymour Barth                     3,958,567                  41,886

Gilbert H. Steinberg              3,958,807                  41,646

Elliot J. Bergman                 3,957,567                  42,886

Elliot D. Spiro                   3,957,567                  42,886

Walter Steinberg                  3,957,857                  42,596




                                  PART II


Item 5.     Market for Common Stock and Related Stockholder Matters.
            ________________________________________________________

      (a)   The Company's Common Stock is traded in the over-the-counter
market (symbol:  ASTR).  The following table sets forth the quarterly high
and low bid prices for the last two fiscal years.  The quotations set forth
below represent interdealer quotations (which exclude retail markups,
markdowns and commissions) and do not necessarily reflect actual
transactions.

                                                             Bid
                                                             ___

                 Quarterly Period                     High         Low
                 ________________                     ____         ___

                 July 1995 - September 1995          $6 1/8       $4 1/2
                 October 1995 - December 1995         6 1/2        4 1/8
                 January 1996 - March 1996            6 1/8        5 5/8
                 April 1996 - June 1996               6 7/8        5 1/2
                 July 1996 - September 1996           6 3/8        5 3/8
                 October 1996 - December 1996         6            5 3/8
                 January 1997 - March 1997            5 1/2        4 3/4 
                 April 1997 - June 1997               5 5/8        5


            The quotations set forth above represent quarterly periods prior
to payment by the Company of the liquidating distribution discussed below and
do not reflect market prices following the distribution.

      (b)   The number of stockholders of record of the Registrant's Common
Stock, par value $.10 per share, as of June 30, 1997 was 851.

      (c)   On June 30, 1997, the Company declared an initial liquidating
distribution of $5.00 per share in cash to stockholders of record as of
August 15, 1997.  The distribution was paid on September 8, 1997.  Although
the Company has not established a firm timetable for additional
liquidating distributions to stockholders, the Company will, subject to
exigencies inherent in winding up the Company's business, make such
distributions consistent with maximizing stockholder value.  The actual
amount and timing of, and record date for, all additional distributions
will be determined by the Board of Directors, in its sole discretion, and
will depend in part upon the Board's determination as to whether particular
assets are to be distributed in kind or otherwise disposed of, and the
amounts deemed necessary by the Board to pay or provide for all the
Company's liabilities and obligations.  

            The quotations set forth above represent quarterly periods
prior to payment of the liquidating distribution by the Company and do not
reflect market prices following the distribution.

Item 6.     Management's Discussion and Analysis or Plan of Operation.
            __________________________________________________________

            The Board of Directors adopted, and the stockholders approved
on February 2, 1996, a Plan of Complete Liquidation and Dissolution (the
"Plan") of the Company.  See "Plan of Complete Liquidation and Dissolution"
below.  Since that date, the Company has been operating under the Plan and
its financial reporting is being made in accordance with the liquidation
basis of accounting.  Therefore, the following discussion relates to
financial statements presented on a liquidation basis since statements
presented on a going concern basis are no longer material to stockholder
value.

            Liquidity, Capital Resources and Impact of Inflation.
            _____________________________________________________

            The Company announced on March 26, 1996 a Board of Directors
authorization for the repurchase of up to 500,000 shares of Common Stock to
be made from time to time through open market and privately negotiated
transactions (in addition to the 500,000 shares previously authorized on
October 23, 1992).  To date, 676,404 shares have been repurchased. 

            The repurchase authorization remains in force and the Company
will, from time to time, repurchase shares in accordance with applicable law
when it is consistent with maximizing stockholder distributions under the 
Plan.

            Statement of Net Assets in Liquidation.
            _______________________________________

            Pursuant to the Plan, the Company consummated the sales of the
assets of its three operating units (Military Division, Behlman Electronics
subsidiary and Industrial Automation Division) as of February 7, 1996.  The
exact amount of the proceeds to the Company of such sales is dependent upon
a final fixed asset and inventory valuation.  The value of certain
inventory items is being disputed; however, the Company does not believe
that the final result will affect materially Net Assets in Liquidation.  In
connection with the sale of the Military and Behlman operations, $500,000
of the purchase price currently is being held in escrow to provide for
certain indemnification claims that the buyer may assert against the
Company under the sale agreement.

            The Company has set aside, as Accrued expenses/Contingency
reserve, an amount believed to be adequate for payment of all expenses and
other known liabilities as well as likely and quantifiable contingent
obligations, including potential tax obligations.  Any portion of the 
contingency reserve which the Company determines is no longer required will
be made available for distribution to its stockholders.  In the event that
the Accrued expenses/Contingency reserve account is not adequate for payment
of the Company's expenses and liabilities, each stockholder could be held 
liable for pro rata payments to creditors in an amount not to exceed the 
stockholder's prior distributions from the Company.  The Company has 
therefore adopted a conservative policy in retaining sufficient assets to 
insure against any unforeseen and non-quantifiable contingencies.

            Statement of Changes in Net Assets in Liquidation.
            __________________________________________________

            From  June 30, 1996 to June 30, 1997 there was a decrease in
Net Assets in Liquidation of $28,972,000 due primarily to the declaration
of the initial liquidating distribution.

            Plan of Complete Liquidation and Dissolution.
            _____________________________________________
      
            On February 2, 1996, the stockholders of the Company approved a
Plan of Complete Liquidation and Dissolution for the Company.  Pursuant to
the Plan, the Company has sold its three operating units and intends to
sell such of its remaining assets as are not to be distributed in kind to
its stockholders.  The Company intends to provide for payment of all
expenses, liabilities and obligations of the Company and liquidate via
distributions to stockholders.

            On June 30, 1997, the Board declared a distribution to
stockholders of record as of August 15, 1997, which was paid September 8,
1997.  The Board has not yet established the precise amount of any further
distributions pursuant to the Plan.  The actual amount and timing of, and
record date for, all such distributions will be determined by the Board of
Directors, in its sole discretion, and will depend in part upon the Board's
determination as to whether particular assets are to be distributed in kind
or otherwise disposed of, and the amounts deemed necessary by the Board to
pay or provide for all the Company's liabilities and obligations.

Item 7.     Financial Statements.
            _____________________

<PAGE>
                  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                     Page
                                                                     ____

Report of Independent Certified Public Accountants                   F-2

Financial Statements

    Consolidated Statements of Net Assets 
        (Liquidation Basis)                                          F-3

    Consolidated Statements of Changes in Net Assets 
        (Liquidation Basis)                                          F-4

    Consolidated Statement of Operations (Going 
        Concern Basis)                                               F-5

    Consolidated Statement of Changes in Stockholders'
        Equity (Going Concern Basis)                                 F-6

    Consolidated Statement of Cash Flows (Going 
        Concern Basis)                                               F-7

    Notes to Consolidated Financial Statements
        (Liquidation Basis)                                   F-8 - F-20

    Notes to Consolidated Financial Statements
        (Going Concern Basis)                                F-21 - F-26



<PAGE>
                        REPORT OF INDEPENDENT CERTIFIED
                               PUBLIC ACCOUNTANTS


Board of Directors and Stockholders 
Astrosystems, Inc.


We have audited the accompanying consolidated statements of net assets
(liquidation basis) of Astrosystems, Inc. (a Delaware corporation) and its
subsidiaries (the "Company") as of June 30, 1997 and 1996, and the related
consolidated statements of changes in net assets (liquidation basis) for
the year ended June 30, 1997 and the period February 3, 1996 to June 30,
1996.  In addition, we have audited the accompanying consolidated statement
of operations (going concern basis) of Astrosystems, Inc. and its
subsidiaries for the period July 1, 1995 to February 2, 1996, and the
related consolidated statements of changes in stockholders' equity (going
concern basis) and cash flows (going concern basis) for 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.

As described in Note A to the financial statements, the stockholders of
Astrosystems, Inc. approved a plan of liquidation on February 2, 1996, and
the Company sold its operating businesses shortly thereafter.  As a result,
the Company has changed its basis of accounting for periods subsequent to
February 2, 1996 from a going concern basis to a liquidation basis.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated results of the Company's
operations and its consolidated cash flows for the period from July 1, 1995
to February 2, 1996, its consolidated net assets in liquidation as of June
30, 1997 and 1996, and the changes in its consolidated net assets in
liquidation for the year ended June 30, 1997 and for the period from
February 3, 1996 to June 30, 1996, in conformity with generally accepted
accounting principles applied on the bases described in the preceding
paragraph.




GRANT THORNTON LLP

Melville, New York
August 22, 1997 (except for Note B, as to
    which the date is September 29, 1997)


                                   F-2

<PAGE>
                    Astrosystems, Inc. and Subsidiaries

                   CONSOLIDATED STATEMENTS OF NET ASSETS
                            (LIQUIDATION BASIS)


                                                    June 30,      June 30,
            ASSETS                                    1997          1996
                                                   __________    __________

Cash and cash equivalents                         $33,911,000   $22,781,000
U.S. Government securities                          5,978,000    16,866,000
Loans to officers                                   3,698,000     2,826,000
Other assets                                        1,187,000     1,891,000
                                                   __________   ___________

                                                   44,774,000    44,364,000

            LIABILITIES

Liquidation distribution payable                   29,138,000             -  
Deferred income taxes                               5,400,000     5,735,000
Accrued expenses/contingency reserve                4,739,000     4,160,000
                                                   __________    __________


     Net assets in liquidation                   $  5,497,000   $34,469,000
                                                  ===========    ==========

Number of common and common equivalent shares 
   outstanding                                      5,827,600     5,963,000
                                                  ===========    ==========

Net assets in liquidation per share                     $1.39         $6.27
                                                         ====          ====



The accompanying notes are an integral part of these statements. 


                                    F-3

<PAGE>
                    Astrosystems, Inc. and Subsidiaries

              CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
                           (LIQUIDATION BASIS)


                                                                Period from
                                                                February 3,
                                                 Year ended       1996 to
                                                   June 30,       June 30,
                                                     1997           1996
                                                  ___________   ___________

Net assets in liquidation - beginning of period  $ 34,469,000   $31,356,000

Liquidation distributions declared June 30, 1997  (29,138,000) 

Increase in estimated liquidation values of net
   assets over liabilities                            166,000     3,113,000
                                                  ___________    __________

Net assets in liquidation - end of period        $  5,497,000   $34,469,000
                                                  ===========    ==========





The accompanying notes are an integral part of these statements.


                                    F-4


<PAGE>
                    Astrosystems, Inc. and Subsidiaries

                    CONSOLIDATED STATEMENT OF OPERATIONS
                            (GOING CONCERN BASIS)

                Period from July 1, 1995 to February 2, 1996



Sales                                                          $ 4,385,000
                                                                __________

Cost of sales                                                    4,048,000
Selling, general and administrative expenses                     2,208,000
Issuance of compensatory stock options                           3,125,000
                                                                __________

                                                                 9,381,000
                                                                __________

     Loss from operations                                       (4,996,000)

Interest income                                                  1,213,000
                                                                __________

     Loss before taxes on income                                (3,783,000)

Deferred income tax benefits                                     1,389,000
                                                                __________

     NET LOSS                                                  $(2,394,000)
                                                                ==========

Net loss per common share                                            $(.52)
                                                                      ====

Weighted average common shares
  outstanding                                                    4,548,755
                                                                 =========





The accompanying notes are an integral part of this statement.


                                  F-5


<PAGE>
                   Astrosystems, Inc. and Subsidiaries

                     CONSOLIDATED STATEMENT OF CHANGES
                          IN STOCKHOLDERS' EQUITY
                           (GOING CONCERN BASIS)

                Period from July 1, 1995 to February 2, 1996



                     Common stock
                  _________________ 
                   Number             Additional
                     of        Par     paid-in     Retained
                   shares     value    capital     earnings      Total
                 _________  ________  __________  ___________  ___________
Balance - 
July 1, 1995     4,581,727  $458,000  $6,848,000  $27,016,000  $34,322,000

Net loss for 
  the period                                       (2,394,000)  (2,394,000)
Shares issued 
  to retirement
  plan              14,647     1,000      76,000                    77,000
Replacement of 
  stock options                        3,125,000                 3,125,000
Purchase and 
  retirement of 
  shares           (65,500)   (6,000)   (386,000)                 (392,000)
                  ________   _______    ________    _________    _________

Balance - 
February 2, 1996 4,530,874  $453,000  $9,663,000  $24,622,000  $34,738,000
                 =========   =======   =========   ==========   ==========




The accompanying notes are an integral part of this statement. 


                                     F-6

<PAGE>
                       Astrosystems, Inc. and Subsidiaries

                       CONSOLIDATED STATEMENT OF CASH FLOWS
                               (GOING CONCERN BASIS)

                   Period from July 1, 1995 to February 2, 1996


Cash flows from operating activities
  Net loss                                                   $ (2,394,000)
  Adjustments to reconcile net loss to net cash
    provided by operating activities
      Depreciation and amortization                               124,000
      Compensatory stock options                                3,125,000
      Shares issued to retirement plan                             77,000
      Deferred income tax benefits                             (1,389,000)
  Changes in operating assets and liabilities
    Decrease in accounts receivable                             2,759,000
    Increase in inventories                                      (285,000)
    Increase in prepaid expenses, other current 
      assets and other assets                                    (141,000)
    Increase in accounts payable                                   17,000
    Decrease in taxes payable                                      (1,000)
    Decrease in accrued payroll, employee 
      benefits and other accrued liabilities                     (242,000)
                                                                _________

              Net cash provided by operating activities         1,650,000
                                                                _________

Cash flows from investing activities
  Sale and maturities of marketable securities                  2,870,000
  Purchases of marketable securities                           (1,942,000)
  Acquisition of equipment                                        (42,000)
  Distribution from investment                                     71,000
                                                                 ________

              Net cash used in investing activities               957,000
                                                                 ________

Cash flows from financing activities
  Purchase and retirement of common shares                       (392,000)
                                                                 ________

              Net cash used in financing activities              (392,000)
                                                                 ________

              Net increase in cash and cash equivalents         2,215,000


Cash and cash equivalents, beginning of year                   13,119,000
                                                               __________

Cash and cash equivalents, end of period                      $15,334,000
                                                               ==========




The accompanying notes are an integral part of this statement. 


                                   F-7

<PAGE>
                       Astrosystems, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            June 30, 1997 and 1996

          Liquidation Basis Statements - Notes to Financial Statements


NOTE A - BASIS OF PRESENTATION AND SUMMARY OF
            SIGNIFICANT ACCOUNTING POLICIES
_____________________________________________

A Plan of Complete Liquidation and Dissolution (the "Plan") was adopted by
the Company's Board of Directors on October 26, 1995 and approved by the
holders of a majority of the Company's outstanding shares of common stock
on February 2, 1996.  The Plan provides for:  (1) the payment of or
provision for all of the Company's liabilities and obligations, (2) the
distribution to the Company's shareholders in kind or of the proceeds from
sale or other disposition of all of the Company's assets, (3) the transfer
of any remaining assets to a liquidating trust by February 2, 2000, if
applicable, and (4) the dissolution of the Company.

The Board of Directors is currently unable to predict the precise amount or
timing of any future distributions pursuant to the Plan.  The actual amount
and timing of, and record date for, all distributions will be determined by
the Board of Directors, in its sole discretion, and will depend in part
upon the Board's determination as to whether particular assets are to be
distributed in kind or otherwise disposed of, and the amounts deemed
necessary by the Board to pay or provide for all the Company's liabilities
and obligations.  See Note E - Liquidating Distribution.

The Company has adopted the liquidation basis of accounting for all periods
subsequent to February 2, 1996.  Under the liquidation basis of accounting,
assets are stated at their estimated net realizable values and liabilities
are stated at their anticipated settlement amounts.  Therefore, historical
financial information is not comparable to the liquidation period financial
information.

On February 3, 1996, the net adjustment required to convert from the going
concern (historical cost) basis to the liquidation basis of accounting was
a decrease in carrying value of the net assets of $3,382,000. Adjustments
in the carrying value of the net assets are as follows:

  Estimated shut-down costs to be incurred during
    period of liquidation, net of interest income 
    and estimated tax benefit                                  $1,919,000
  Minimum payments on nonrecourse obligation                      163,000
  Reserve for other contingencies                               1,300,000
                                                                _________


  Net decrease in carrying value to adjust   
    to liquidation basis of accounting                         $3,382,000
                                                                =========


                                    F-8

<PAGE>
                    Astrosystems, Inc. and Subsidiaries

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           June 30, 1997 and 1996

         Liquidation Basis Statements - Notes to Financial Statements


NOTE A (continued)
______

The consolidated statements of net assets and net assets in liquidation as
of and for the period ended June 30, 1996 have been restated from balances
previously reported to properly reflect deferred income tax liabilities.
The adjustments resulted in a decrease in deferred tax liabilities of
$1,106,000 and $883,000 at February 3, 1996 and June 30, 1996, respectively.
The impact of these adjustments on the Company's financial results as
originally reported is summarized below: 


                                                    As            As
                                                 reported      restated
                                               ____________   ___________

  Deferred income tax liability
    February 3, 1996                           $  7,957,000   $  6,851,000
    June 30, 1996                                 6,618,000      5,735,000

  Net assets in liquidation 
    February 3, 1996                             30,250,000     31,356,000
    June 30, 1996                                33,586,000     34,469,000

  Increase in estimated liquidation values 
    of net assets over liabilities 
       Period from February 3, 1996 to 
         June 30, 1996                            3,336,000      3,113,000

  Net assets in liquidation per share
    June 30, 1996                                     $6.14          $6.27


In addition, for comparative purposes, certain prior year amounts have been
reclassified to conform to the current year presentation. 

The Company has set aside, as Accrued expenses/contingency reserve, an
amount believed to be adequate for payment of all expenses and other 
known liabilities, as well as likely and quantifiable contingent 
obligations, including potential tax obligations.  A portion of the 
Accrued expenses/contingency reserve is a reserve for other 
contingencies, aggregating $1,250,000 at June 30, 1997, which will be made 
available for distribution to stockholders when the Company determines 


                                     F-9

<PAGE>
                       Astrosystems, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                             June 30, 1997 and 1996

          Liquidation Basis Statements - Notes to Financial Statements


NOTE A (continued)
______

it is no longer required.  In the event that the reserve for other
contingencies is not adequate for payment of the Company's expenses and
liabilities, each stockholder could be held liable for pro rata payments to
creditors in an amount not to exceed the stockholder's prior distributions
from the Company.

The valuation of assets and liabilities necessarily requires many estimates
and assumptions, and there are substantial uncertainties in carrying out
the provisions of the Plan.  The actual value of any liquidating
distributions will depend upon a variety of factors including, among
others, the actual market prices of any securities distributed in kind, the
proceeds from the sale of any of the Company's assets and the actual timing
of distributions.  The valuations presented in the accompanying statement
of net assets in liquidation represent estimates, based on present facts
and circumstances, of the estimated realizable values of assets, net of
liabilities and estimated costs associated with carrying out the provisions
of the Plan.  The actual values and costs could be higher or lower than the
amounts recorded. 


NOTE B - LOANS TO OFFICERS
__________________________

Loans made to officers of the Company aggregated $3,698,000 and $2,826,000
at June 30, 1997 and 1996, respectively, and bear interest at the rate of
6% per annum.  In July 1997, the Company advanced an additional $1,934,200
to the officers, which amount also bears interest at the rate of 6% per
annum.  All outstanding balances due from such officers were repaid as of
September 29, 1997.




                                       F-10


<PAGE>
                      Astrosystems, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            June 30, 1997 and 1996

           Liquidation Basis Statements - Notes to Financial Statements



NOTE C - OTHER ASSETS
______________________

Other assets consist of the following:

                                                June 30,       June 30,
                                                  1997           1996
                                               ___________    ___________ 

  Accounts receivable - net                    $   228,000    $   374,000
  Cash surrender value of life insurance                 -        272,000
  Due from purchasers of assets (Note H)           594,000        594,000
  Due from related party (1)                        96,000         57,000
  Prepaid insurance                                 26,000         51,000
  Accrued interest and dividends                    97,000        340,000
  Long-term investment (2)                         113,000        169,000
  Other                                             33,000         34,000
                                                __________     __________

                                                $1,187,000     $1,891,000
                                                 =========      =========

1.   At June 30, 1997 and 1996, the Company owns approximately 32.3% of the
     common stock of AstroPower, Inc.  Assuming certain convertible
     preferred stock is converted to common stock, the Company's interest
     in AstroPower, Inc. would be reduced to 22.3% and 22.7% at June 30,
     1997 and 1996, respectively.  Such investment was accounted for by the
     equity method and, accordingly, the Company recorded its share in the
     losses of this entity as a reduction of its investment.  This 
     investment was fully written down to zero in prior years.  At June 30,
     1997, management estimated the fair value of this investment to be
     zero.  Further, prior amounts due in the form of a promissory note are
     stated at their estimated realizable value.

2.   The long-term investment represents an investment in a venture limited
     partnership and is recorded at its fair value.


NOTE D - ACCRUED EXPENSE/CONTINGENCY RESERVE
______________________________________________

Accrued expenses at June 30, 1997 and 1996 include estimates of costs to be
incurred in carrying out the Plan.  The actual costs could vary
significantly from the related provisions due to uncertainty related to the
length of time required to complete the Plan and complexities and
contingencies which may arise.


 
                                     F-11

<PAGE>
                    Astrosystems, Inc. and Subsidiaries

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                         June 30, 1997 and 1996

         Liquidation Basis Statements - Notes to Financial Statements



NOTE D (continued)
______

Existing liabilities at June 30, 1997 and 1996 consist of:

                                                   1997           1996
                                                ___________    ___________

  Accounts payable, accrued expenses and 
    miscellaneous                              $  2,187,000   $  1,384,000
  Minimum payments on nonrecourse 
    obligation                                      100,000        150,000
  Shutdown costs and estimated operating 
    costs (including compensation) to 
    administer the Plan through dissolution       3,122,000      4,048,000
  Estimated interest income                        (696,000)    (1,182,000)
  Estimated tax benefit of losses through 
    dissolution                                  (1,224,000)    (1,540,000)
  Reserve for other contingencies                 1,250,000      1,300,000
                                                ___________    ___________

                                               $  4,739,000   $  4,160,000
                                                ===========    ===========


Accounts payable, accrued expenses and miscellaneous consist of deferred
compensation payable to the officers of the Company, commissions payable,
customer balances, accrued professional fees and other accrued liabilities.

The Company has set aside, as reserve for other contingencies, an amount
believed to be adequate for payment of likely and quantifiable contingent
obligations, including potential tax obligations.  Any portion of the 
reserve for other contingencies which the Company determines is no longer 
required will be made available for distribution to its stockholders.  In 
the event that the reserve for other contingencies account is not adequate 
for payment of the Company's expenses and liabilities, each stockholder 
could be held liable for pro rata payments to creditors in an amount not to 
exceed the stockholder's prior distributions from the Company.  




                                       F-12

<PAGE>
                      Astrosystems, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                             June 30, 1997 and 1996

          Liquidation Basis Statements - Notes to Financial Statements



NOTE E - LIQUIDATING DISTRIBUTION
_________________________________

Pursuant to the Plan, the Company will distribute pro rata to the Company's
stockholders all of its remaining property and assets, including the
proceeds of any sale, exchange or disposition, except such property or
assets as are required for paying or making provision for the claims and
obligations of the Company.  Such distributions may occur all at once or in
a series of distributions and may be in cash or in kind, in such manner,
and at such time or times, as the Board of Directors may determine.

On June 30, 1997, the Board of Directors declared a liquidating
distribution to holders of record of the Company's common stock on August
15, 1997, payable September 8, 1997, in the amount of $5.00 per share. 


NOTE F - NET ASSETS IN LIQUIDATION PER SHARE
____________________________________________

Number of common shares for net assets in liquidation per share assumes the
exercise of all dilutive stock options.  At June 30, 1997 and 1996,
dilutive options aggregated 716,765 and 712,765, respectively, with an
average exercise price of approximately $2.88 for both years.  The effect
of these options is shown below:

                                                  June 30,      June 30,
                                                    1997          1996
                                                 __________    __________

  Number of common and common
    equivalent shares - outstanding               5,827,600      5,963,000
                                                  =========      =========

  Net assets in liquidation                      $5,497,000    $34,469,000
  Proceeds from the exercise of dilutive 
    stock options                                 2,070,000      2,056,000
  Estimated tax benefit of compensatory 
    stock options                                   545,000        846,000
                                                  _________     __________

        Adjusted net assets in liquidation       $8,112,000    $37,371,000
                                                  =========     ==========

  Net assets in liquidation per share                 $1.39          $6.27
                                                       ====           ====



                                       F-13

<PAGE>
                         Astrosystems, Inc. and Subsidiaries

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                               June 30, 1997 and 1996

           Liquidation Basis Statements - Notes to Financial Statements


NOTE G - CHANGES IN NET ASSETS IN LIQUIDATION 
_____________________________________________

Changes in net assets in liquidation represent changes since adoption of
the Plan of Complete Liquidation and Dissolution on February 2, 1996.  The
changes in the estimated liquidation values of net assets over liabilities
are as follows:

                                                             Period from 
                                               Year ended  February 3, 1996
                                                June 30,      to June 30,
                                                  1997           1996 
                                               ___________      __________


  Proceeds from exercise of stock options                -     $ 2,737,000
  Additional interest earned on cash and       $ 1,683,000         353,000
     cash equivalents
  Purchase of common stock                        (768,000)     (1,028,000)
  Change in the estimate of shut-down costs       (635,000)       (165,000)
  Goodwill, net                                          -         786,000
  Change in the estimate of tax benefit           (216,000)        388,000
  Change in the estimate of contingent              50,000               -
     liabilities
  Other adjustments                                 52,000          42,000
                                               ___________       _________

       Increase in estimated liquidation      $    166,000     $ 3,113,000
       values of net assets over liabilities   ===========       ========= 


NOTE H - SALE OF OPERATING ASSETS
_________________________________

As of February 7, 1996, all of the Company's operating assets were sold to
two purchasers.  The purchase prices are subject to adjustment based upon a
final valuation of the transferred inventory and equipment.  Pursuant to
one of the purchase agreements, $1,000,000 of the purchase price of
$3,706,700 was being held in escrow to provide for indemnification claims
that may be asserted against the Company.  At June 30, 1997, the amount
held in escrow was reduced to approximately $773,000.  On August 21, 1997,
approximately $276,000 was released to the Company.  

At June 30, 1997, the Company has recorded a receivable aggregating 
approximately $594,000 based upon the Company's valuation of inventory sold.
The value of certain inventory items is currently being disputed; however,
the Company does not believe that the final agreed-upon valuation will have
a material effect on the value of the net assets in liquidation.




                                     F-14

<PAGE>
                    Astrosystems, Inc. and Subsidiaries

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           June 30, 1997 and 1996

       Liquidation Basis Statements - Notes to Financial Statements


NOTE I - CONTINGENCIES AND COMMITMENTS 
______________________________________

1.  In June 1996, the Company terminated its lease of office and factory
    space in Lake Success, New York.  The Company now leases office space
    in Wilmington, Delaware, and is obligated for minimum annual rentals
    as follows:

             Year ending June 30,
                    1998                              $23,000
                    1999                               21,000
                                                       ______

                                                      $44,000
                                                       ======

    The last year's lease payment has been paid in advance by the Company. 
    This prepaid rent is included in other assets in the accompanying
    consolidated statement of net assets at June 30, 1997.

    Rent expense was approximately $23,000 and $76,600 during the year
    ended June 30, 1997 and the period February 3, 1996 to June 30, 1996,
    respectively.

2.  Employment contracts with the officers of the Company provide for
    minimum annual total compensation of approximately $748,000.  In the
    event of death or disability of the Company's principal officers while
    employed, the contracts call for payments of 50% of compensation paid
    in the preceding fiscal year for the three years following such event. 
    In June 1996, each of the Company's officers was given three years'
    notice, as required by the employment agreements, of the termination of
    his employment agreement with the Company. 

3.  The Company and its three principal officers were parties to a stock
    retirement agreement which required the Company, upon the death of any
    of these officers, to purchase 30% of his holdings of the Company's
    common stock at a price equal to the greater of the average market
    price over the last six months or the book value.  The Company had life
    insurance policies on the lives of the aforementioned officers to fund
    substantially all of its obligations in the event of their death.

    During the fiscal year ended June 30, 1997, this stock retirement
    agreement was terminated by the Company's Board of Directors and,
    accordingly, the associated life insurance policies were cancelled.


                                      F-15


<PAGE>
                       Astrosystems, Inc. and Subsidiaries

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                             June 30, 1997 and 1996

           Liquidation Basis Statements - Notes to Financial Statements



NOTE I (continued)

4.  In accordance with the asset purchase agreements governing the asset
    sales, certain government contracts previously awarded to the Company
    were novated to the purchasers.  Under the standard terms of the
    novation agreements, the Company remains jointly liable with the
    purchasers for performance under these contracts.  In addition, a
    number of contracts were not novated and the Company has subcontracted
    performance under these contracts to the purchaser of its defense-
    related assets.  Management does not believe that the final results of
    these transactions will have a material effect on the value of the net
    assets in liquidation.

5.  The Company is a party to various litigations that arose in the
    ordinary course of its prior business.  On the basis of information
    furnished by counsel and others, management believes that none of these
    litigations will have a material effect on the value of the net assets
    in liquidation.

6.  In 1983, the Company acquired a sixteen-year license from the
    University of Delaware  covering a new process for the manufacture of
    solar cells.  In connection with the acquisition of the aforementioned
    license, the Company issued a $20,000,000 nonrecourse note originally
    due in 1993 and bearing interest at 14% per annum.  The note is secured
    by the Company's rights under the license and is to be paid prior to
    its due date solely on the basis of 4% of sales of products developed
    by this process, subject to certain minimum quarterly payments of
    $11,250 to $12,500.  An amendment to the license agreement extended the
    term of the license agreement to 2006 as well as extended the due date
    of the note to May 1999.  The Company made quarterly payments of
    $49,000 and $22,000 during the year ended June 30, 1997 and the period
    February 3, 1996 to June 30, 1996, respectively.

    The Company, for financial reporting purposes, has not recorded the
    note and has provided for expected payments pursuant to the license
    agreement.  No payments based on sales were required to be made through
    June 30, 1997.  

7.  The Company has a profit-sharing plan which provides benefits upon
    retirement, death, incapacity or separation of eligible employees. 
    There were no profit-sharing expenses for the year ended June 30, 1997
    and during the period from February 3, 1996 to June 30, 1996.


                                     F-16


<PAGE>
                          Astrosystems, Inc. and Subsidiaries

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                               June 30, 1997 and 1996

             Liquidation Basis Statements - Notes to Financial Statements


NOTE I (continued)
______

8.  The Company maintains a Retirement Savings Plan which allows
    participants to make contributions by salary reductions pursuant to
    Section 401(k) of the Internal Revenue Code of 1986.  The Company is
    obligated to make contributions (either in cash or Company stock) equal
    to 50% of the employees' contribution.  At June 30, 1997, the Company
    owed the Retirement Savings Plan 7,404 shares of its common stock,
    which it valued at $39,000.  Employees vest immediately in their
    contribution and in the Company's contribution.


NOTE J - STOCK OPTIONS AND OTHER STOCK TRANSACTIONS
___________________________________________________

The Company's 1991 Stock Option Plan provides for the granting of options
to purchase up to 1,500,000 shares of its common stock to eligible
employees, nonemployee directors, consultants and advisors.  The fair value
and pro forma effects on the Company's net assets in liquidation and net
assets in liquidation per share are not presented, as the fair value of the
options granted (determined pursuant to Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation") has no effect
on the liquidation basis consolidated financial statements.

A summary of stock option activity related to the Company's stock option
plan is as follows:

                                                      Weighted
                           Number        Option        average   Number of
                             of          price        exercise     shares
                           shares       per share       price   exercisable
                           _______    _____________   ________  ___________

Outstanding at 
  February 3, 1996         507,300    $2.88 - $4.00     $3.58       504,675
                                                                    =======
Exercised                 (467,300)   $2.88 - $4.00     $3.62
                           _______ 

Outstanding at 
  June 30, 1996             40,000    $2.88 - $4.00     $3.04        40,000
Exercised                        -                                        -
                           _______                                  _______

Outstanding at 
  June 30, 1997             40,000    $2.88 - $4.00     $3.04        40,000
                           =======                                  =======

During the period February 3, 1996 to June 30, 1996, options for the
purchase of 499,998 shares were exercised, which options were granted other
than pursuant to the Company's stock option plan.  These options had a
weighted average exercise price of $3.08.



                                     F-17

<PAGE>
                       Astrosystems, Inc. and Subsidiaries

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                             June 30, 1997 and 1996

           Liquidation Basis Statements - Notes to Financial Statements


NOTE J (continued)
______

On September 10, 1996, the Company granted its two outside directors 4,000
options to purchase shares of the Company's common stock at an option price
of $3.50 per share.  These options were not granted pursuant to the
Company's stock option plan.

At June 30, 1997, there were outstanding 676,765 nonincentive stock
options, which options were granted other than pursuant to the Company's
stock option plan.  These options had a weighted average exercise price of
$2.88 and were exercised in July 1997.  See Note B - Loans to Officers.

In March 1996, the Company announced that its Board of Directors
authorized the purchase of up to 500,000 shares of its common stock, under
a stock repurchase program.  (This repurchase program was in addition to
the 500,000 shares previously authorized on October 23, 1993.)  The
purchases may be made by the Company from time to time at the Company's
discretion.  During the year ended June 30, 1997 and the period February 3,
1996 to June 30, 1996, the Company purchased 123,877 and 170,000 shares of
its common stock, respectively, for aggregate consideration of approximately
$771,000 and $1,009,000, respectively.


NOTE K - TAXES ON INCOME
________________________

All income tax accounts have been restated to reflect the liquidation basis
of accounting.  Upon any distribution of its property to its shareholders,
the Company will generally recognize a gain or loss as if the distributed
property were sold to the shareholders at its fair market value.  The
Company will provide shareholders and the Internal Revenue Service with a
statement of the amount of cash distributed to its shareholders and its
best estimate as to the value of any property distributed to them during
the year.  There can be no assurance that the Internal Revenue Service will
not challenge the tax characterization of any such distribution, including
such valuation.  As a result of such a challenge, the amount of gain or
loss recognized by the Company and/or its shareholders might be changed.

In addition, the Company's income tax returns for certain years remain
subject to examination.  Accordingly, additional assessments of income
taxes are possible. 



                                    F-18

<PAGE>
                         Astrosystems, Inc. and Subsidiaries

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                              June 30, 1997 and 1996

           Liquidation Basis Statements - Notes to Financial Statements


NOTE K (continued)
______

The deferred tax liability is as follows:

                                                   June 30,      June 30,
                                                     1997          1996
                                                  __________    __________ 

  Deferred tax liability
    Difference between financial reporting
      and tax bases of University of Delaware
      note                                       $11,669,000   $12,180,000
                                                  __________    __________

  Deferred tax (asset)
    Utilization of net operating loss carry-
      forward                                     (4,994,000)   (5,415,000)
    Utilization of compensation deduction         (1,048,000)     (847,000)
    Other                                           (227,000)     (183,000)
                                                  __________    __________

                                                  (6,269,000)   (6,445,000)
                                                  __________    __________

  Net deferred tax liability                     $ 5,400,000   $ 5,735,000
                                                  ==========    ==========


Deferred taxes result from temporary differences in the recognition of
revenue and expense for tax and financial reporting purposes.  The
principal sources of these differences were net operating loss
carryforwards, compensation expenses and amortization and accrued interest
relating to the license from the University of Delaware (see Note I).



                                    F-19

<PAGE>
                         Astrosystems, Inc. and Subsidiaries

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                               June 30, 1997 and 1996

             Liquidation Basis Statements - Notes to Financial Statements


NOTE K (continued)
______

At June 30, 1997, the Company had available net operating loss
carryforwards for income tax reporting purposes as follows:


                                   Net operating               Expiring in
                                       loss                    year ending
  Period ended                     carryforwards                June 30,  
  ____________                     _____________               ___________

  June 30, 1990                    $  1,302,000                    2005
  June 30, 1991                       3,252,000                    2006
  June 30, 1993                         596,000                    2008
  June 30, 1994                         605,000                    2009
  June 30, 1995                         525,000                    2010
  June 30, 1996                       7,662,000                    2011
  June 30, 1997                         325,000                    2012
                                     __________

                                    $14,267,000
                                     ==========



                                    F-20

<PAGE>
                       Astrosystems, Inc. and Subsidiaries

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                           June 30, 1997 and 1996

          Going Concern Basis Statements - Notes to Financial Statements


NOTE L - DESCRIPTION OF BUSINESS
________________________________

Until February 2, 1996, the Company was engaged in the manufacture and sale
of electronic and electromechanical devices for measurement, display,
control and power input.


NOTE M - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
___________________________________________________

1.  Principles of Consolidation

    The consolidated financial statements include the accounts of the
    Company and its subsidiaries.  Material intercompany transactions and
    account balances have been eliminated in consolidation.

2.  Statement of Cash Flows

    For purposes of the statement of cash flows, the Company considers all
    highly liquid debt instruments purchased with a maturity of three
    months or less to be cash equivalents.

3.  Revenue and Revenue Recognition 

    Until February 2, 1996, the Company was engaged in the manufacture and
    sale of electronic and electromechanical devices for measurement,
    display, control and power input.  The Company recorded its sales when
    the manufacturing process was substantially complete and, accordingly,
    accrued all additional costs required to complete the units.

    The Company's warranty on commercial sales was normally 90 days, except
    for certain products and customers where the warranty was one year. 
    The warranty provisions on military sales were normally negotiated for
    each major contract.  Warranty expense had been minimal in recent
    years.

4.  Income Taxes

    Deferred income taxes are recognized for temporary differences between
    the financial statement and income tax bases of assets and liabilities
    and loss carryforwards for which income tax benefits are expected to be
    realized in future years.  The effect on deferred taxes of a change in
    tax rates is recognized in income in the period that includes the
    enactment date.


                                    F-21

<PAGE>
                       Astrosystems, Inc. and Subsidiaries

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                              June 30, 1997 and 1996

            Going Concern Basis Statements - Notes to Financial Statements


NOTE M (continued)
______

5.  Net Loss Per Share

    Net loss per share is based upon the weighted average number of common
    stock outstanding during the period from July 1, 1995 to February 2,
    1996.  Average common equivalent shares (stock options) outstanding
    have not been included, as the computation would not be dilutive.

6.  Use of Estimates

    In preparing financial statements in conformity with generally accepted
    accounting principles, management is required to make estimates and
    assumptions that affect the reported amounts of assets and liabilities
    and disclosure of contingent assets and liabilities at the date of the
    financial statements, as well as the reported amounts of revenues and
    expenses during the reporting period.  Actual results could differ from
    those estimates.


NOTE N - CONTINGENCIES AND COMMITMENTS
______________________________________

1.  The Company has a profit-sharing plan which provides benefits upon
    retirement, death, incapacity or separation of eligible employees. 
    There were no profit-sharing expenses for the period July 1, 1995 to
    February 2, 1996.

2.  The Company has a Retirement Savings Plan which allows participants to
    make contributions by salary reduction pursuant to section 401(k) of
    the Internal Revenue Code of 1986.  The Company is obligated to make
    contributions (either in cash or Company stock) equal to 50% of the
    employees' contribution.  The Company's contributions to the plan for
    the period July 1, 1995 to February 2, 1996 consisted of the Company's
    common stock which it valued at $58,000.  Employees vest immediately in
    their contribution and in the Company's contribution.

3.  During the period July 1, 1995 to February 2, 1996, the Company and its
    three principal officers were parties to a stock retirement agreement
    which required the Company, upon the death of any of these officers, to
    purchase 30% of his holdings of the Company's common stock at a price
    equal to the greater of the average market price over the last six
    months or the book value.  The Company had life insurance policies on
    the lives of the aforementioned officers to fund substantially all of
    its obligations in the event of their death.



                                     F-22

<PAGE>
                      Astrosystems, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                          June 30, 1997 and 1996

         Going Concern Basis Statements - Notes to Financial Statements


NOTE N (continued)
______

4.  In 1983, the Company acquired a 16-year license from the University of
    Delaware covering a new process for the manufacture of solar cells.  In
    connection with the acquisition of the aforementioned license, the
    Company issued a $20,000,000 nonrecourse note originally due in 1993
    and bearing interest at 14% per annum.  The note is secured by the
    Company's rights under the license and is to be paid prior to its due
    date solely on the basis of 4% of sales of products developed by this 
    process, subject to certain minimum quarterly payments of $11,250 to
    $12,500.  An amendment to the License Agreement extended the term of
    the license agreement to 2006 as well as extended the due date of the
    note to May 1999.  For the period July 1, 1995 to February 2, 1996,
    the Company paid $23,000 in quarterly payments.

    The Company, for financial reporting purposes, has not recorded the
    note and will charge operations with any actual payments made to the
    University of Delaware.  No payments based on sales were required to be
    made through February 2, 1996.  To the extent that any lump-sum payment
    is made, the license cost would be amortized from that date forward,
    thus matching the cost of the license against sales from that date
    forward.

5.  The Company was obligated for minimum annual rentals under leases for
    office and factory space.  Total rent expense aggregated $279,000 for
    the period July 1, 1995 to February 2, 1996.

6.  Employment contracts with the officers of the Company provided for
    minimum annual total compensation of approximately $748,000.  In the
    event of death or disability of the Company's principal officers while
    employed, the contracts called for payments of 50% of compensation paid
    in the preceding year for the three years following such event.


NOTE O - LONG-TERM INVESTMENTS
______________________________

The Company owns 32.2% of the common stock of AstroPower, Inc.  Assuming
certain convertible preferred stock is converted to common stock, the
Company's interest in AstroPower, Inc. would be reduced to 22.7%.  Such
investment was accounted for by the equity method and, accordingly, the
Company recorded its share in the losses of this entity as a reduction of
its investment.  This investment was fully written down to zero in prior
years. 


                                      F-23

<PAGE>

                     Astrosystems, Inc. and Subsidiaries

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                          June 30, 1997 and 1996

        Going Concern Basis Statements - Notes to Financial Statements



NOTE P - STOCK OPTIONS

The Company's 1991 Stock Option Plan provides for the granting of options
to purchase up to 1,500,000 shares of its common stock to eligible
employees, nonemployee directors, consultants and advisors.

A summary of stock option activity related to the Company's stock option
plan is as follows:

                                                      Weighted
                           Number        Option        average   Number of
                             of          price        exercise     shares
                           shares       per share       price   exercisable
                           _______    _____________   ________  ___________

Outstanding at 
  July 1, 1995             1,644,597  $2.88 - $4.00     $3.21     1,334,222
                                                                  =========
Cancelled or expired      (1,137,297) $2.88 - $3.33     $3.05
                           _______ 

Outstanding at 
  February 2, 1996           507,300  $2.88 - $4.00     $3.58       504,675
                           =========                              =========




As of February 2, 1996, options for the purchase of 989,500 shares were
available for future grant.

On December 14, 1995, 101,184 stock options at an average price of $2.96
per share expired.  On January 11, 1996, 480,732 and 555,381 incentive
stock options and nonincentive stock options, respectively, were cancelled
by mutual consent.  In consideration for such cancellation and to replace
the expired options, the Company issued, on January 11, 1996, 1,172,763
nonincentive stock options at an average exercise price of $2.96 per share. 
The difference between the fair market value of the Company's common stock
on the date of the grant and the exercise price has been recorded as a
noncash charge in the accompanying consolidated statement of operations for
the period July 1, 1995 to February 2, 1996.  

The Company has adopted the disclosure provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation"
("SFAS No. 123"); it applies APB Opinion No. 25, "Accounting for Stock
Issued to Employees," and related Interpretations in accounting for the
Plan.  In accordance with APB No. 25, the Company recognizes compensation
cost unless the employee pays an amount that is at least equal to the 


                                      F-24

<PAGE>
                      Astrosystems, Inc. and Subsidiaries

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            June 30, 1997 and 1996

        Going Concern Basis Statements - Notes to Financial Statements


NOTE P (continued)
______

quoted market price of the stock at the measurement date.  If the Company
had elected to recognize compensation expense based upon the fair value at
the grant dates for awards under this plan consistent with the methodology
prescribed by SFAS No. 123, the Company's reported net loss and net loss
per common share would be reduced to the pro forma amounts indicated below:

                                                       Period July 1, 1995
                                                       to February 2, 1996
                                                       ___________________

    Net loss            
       As reported                                         $(2,394,000)
       Pro forma                                           $(2,722,000)
    Net loss per common share 
       As reported                                               $(.52)
       Pro forma                                                 $(.59)

These pro forma amounts may not be representative of future disclosures
because they do not take into effect pro forma compensation expense related
to grants made before July 1, 1995.  The fair value of these options was
estimated at the date of grant using the Black-Scholes option-pricing model
with the following weighted-average assumptions for the period July 1, 1995
to February 2, 1996: expected volatility of 0 percent; risk-free interest
rate of 5.19 percent, and expected life of one year. The weighted average
option fair value on the grant date was $2.81 for options issued during the
period July 1, 1995 to February 2, 1996.  The assumptions made were
significantly influenced by the adoption by the Company's Board of
Directors, on October 26, 1995, of a Plan of Complete Liquidation and
Dissolution that was approved by the holders of a majority of the Company's
outstanding shares of common stock on February 2, 1996.  See Note A - Basis
of Presentation and Summary of Significant Accounting Policies.

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 use 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 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.



                                     F-25

<PAGE>
                       Astrosystems, Inc. and Subsidiaries

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            June 30, 1997 and 1996

          Going Concern Basis Statements - Notes to Financial Statements



NOTE Q - TAXES ON INCOME
_______________________

The components of the deferred income tax benefit for the period July 1,
1995 to February 2, 1996 are as follows:

    Federal                                                $  1,099,000
    State                                                       290,000
                                                                _______

                                                             $1,389,000
                                                              =========

A reconciliation between the Company's effective rate and the U.S. Federal
income tax rate for the period July 1, 1995 to February 2, 1996 is as
follows:

    Statutory rate                                                 34.0%
    State taxes, net of Federal benefit                             5.1
    Other, net                                                     (2.4)
                                                                   ____

    Actual tax rate                                                36.7%



                                      F-26


<PAGE>
Item 8.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure.
          _______________________________________________________________

          On December 18, 1996, Richard A. Eisner & Company, LLP ("Eisner")
resigned as the independent public accountants for the Company since, as it
indicated, it was no longer independent with respect to the Company. 
Eisner had served as the Company's independent public accountants since
1967.

          Eisner's report on the Company's financial statements as of June
30, 1994 and 1995 and for the years then ended neither contain an adverse
opinion or a disclaimer of opinion nor is modified as to uncertainty, audit
scope or accounting principles.

          During the fiscal years ended June 30, 1994 and 1995 and the
period from July 1, 1995 to December 18, 1996, there were no disagreements
with Eisner on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not
resolved to the satisfaction of such firm, would have caused it to make
reference to the subject matter of the disagreement in connection with its
report.

          On June 17, 1997, the Company engaged Grant Thornton LLP as its
independent public accountants with respect to the fiscal years ended June
30, 1996 and 1997.  The engagement of Grant Thornton LLP was approved by
the Audit Committee of the Company.


                                  PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Securities Exchange Act.
          _____________________________________________________________

                                Year Became         Positions held
          Name                   a Director  Age    with Registrant   
          ____________________  ___________  ___  _________________________

          Seymour Barth             1959     69   President and Director

          Gilbert H. Steinberg      1964     66   Vice President, Treasurer
                                                    and Director

          Elliot J. Bergman         1964     71   Vice President, Secretary
                                                    and Director

          Walter A. Steinberg       1989     70   Director

          Elliot D. Spiro           1994     68   Director

          The term of each Director extends until the next annual meeting
of the Company's stockholders and until his successor is elected and
qualified.  The next annual meeting of stockholders is anticipated to be
held in the first half of 1998.

          Seymour Barth has served as President of the Company since 1964
and as a Director of the Company since its inception in 1959.

          Gilbert H. Steinberg has served as a Director, Vice President and
Treasurer of the Company since 1964.

          Elliot J. Bergman has served as a Director, Vice President and
Secretary of the Company since 1964.

          Walter A. Steinberg has been an independent engineering
consultant for more than the past five years and has served as a Director
of the Company since 1989.

          Elliot D. Spiro has served as Chairman and Chief Executive
Officer of Branch Insurance Agency, a property/casualty and financial
services insurance agency, for more than the past five years and has served
as a Director of the Company since 1994.

          There is no family relationship among any of the Company's
Directors and executive officers.

          Section 16(a) Beneficial Ownership Reporting Compliance.
          ________________________________________________________

          To the Company's knowledge, based on a review of written 
representations that no reports were required, during the fiscal year ended
June 30, 1997, all Section 16(a) filing requirements applicable to the 
Company's officers, Directors and 10% stockholders were complied with.

Item 10.  Executive Compensation.
          ______________________

     (a)  Summary Compensation Table.
          __________________________



                         Annual Compensation      Long-Term Compensation
                         ___________________    ______________ ___________
                                                 Awards         Payouts
                                                __________________________
                                                  Shares
Name and Principal                              Underlying     All Other
     Position        Year   Salary    Bonus      Options      Compensation
__________________   ____   ______    _____     __________    _____________

Seymour Barth        1997  $310,807     0            0         $71,088 (4)
President            1996  $310,807     0      390,921 (1)      $6,262 (5)
                     1995  $309,518     0            0          $4,686 (6)


Elliot Bergman       1997  $218,716     0            0         $69,545 (4)
Vice President &     1996  $218,716     0      390,921 (2)      $6,921 (5)
Secretary            1995  $217,830     0            0          $4,357 (6)


Gilbert Steinberg    1997  $218,716     0            0         $69,340 (4)
Vice President &     1996  $218,716     0      390,921 (2)      $6,935 (5)
Treasurer            1995  $217,830     0            0          $4,357 (6)



     (1)  Issued concurrently with the cancellation of options for the
          purchase of 371,607 shares.

     (2)  Issued concurrently with the cancellation of options for the
          purchase of an equal number of shares.

     (3)  Issued concurrently with the cancellation of options for the
          purchase of 374,769 shares.

     (4)  Includes 904 shares contributed by the Company to the accounts
          of each of Messrs. Barth, Bergman and G. Steinberg for 
          Fiscal 1997 pursuant to the terms of its 401(k) Plan.
          Also includes $66,342, $64,799 and $64,594 for Messrs. Barth,
          Bergman and G. Steinberg, respectively, in connection with
          the exercise of certain stock options at the Company's request.

     (5)  Represents 1,138, 1,254 and 1,256 shares contributed by the
          Company to the accounts of Messrs. Barth, Bergman and 
          G. Steinberg, respectively, for Fiscal 1996 pursuant to the terms
          of its 401(k) Plan.

     (6)  Represents 1,079, 1,030, and 1,030 shares contributed by the
          Company to the accounts of Messrs. Barth, Bergman and 
          G. Steinberg, respectively, for Fiscal 1995 pursuant to the terms
          of its 401(k) Plan.

          The options which were cancelled for Messrs. Barth and Steinberg
were "incentive options" which required the exercise price to be ten
percent above market price.  These were replaced by "nonqualified" options
and were, accordingly, repriced to market price at the time of the original

grant.

     (b)  Option Grants Table.
          ___________________

          Inapplicable.

     (c)  Fiscal Year-End Option Value Table.
          __________________________________


                          Number of Shares        Value of Unexercised
                      Underlying Unexercised     In-the-Money Options at
                            Options at          Options at June 30, 1997
Name                      June 30, 1997         Exercisable/Unexercisable
__________________   _______________________    _________________________

Seymour Barth                224,255/0                   $532,606/0

Elliot Bergman               224,255/0                   $532,606/0

Gilbert Steinberg            224,255/0                   $532,606/0


     (d)  Compensation of Directors.

          Messrs. W. Steinberg and Spiro are entitled to receive $5,000 per
year for their services as a Director and an additional $500 for each
meeting of the Board held beyond a certain geographic range.  No other
Directors receive compensation for their services as such. 

          On September 10, 1996, each of Messrs. W. Steinberg and Spiro was
granted options for the purchase of 2,000 shares of the Company's stock at
$3.50 per share.

     (e)  Employment Contracts and Termination of Employment and
          Change-in-Control Arrangements.

          Stock Retirement Agreement

          The Company and Messrs. Barth, G. Steinberg and Bergman were
parties to a Stock Retirement Agreement which required the Company, upon
the death of any of such persons, to purchase 30% of all shares of Common
Stock of the Company included in the gross estate of the deceased
stockholder at a price equal to the greater of the average market price of
such shares over the six months preceding the date of death or the book
value thereof.  

          In December 1996, the Stock Retirement Agreement and associated
term life insurance carried upon the lives of Messrs. Barth, G. Steinberg
and Bergman were cancelled.

          Employment Agreements

          In April 1994, the Company entered into Employment Agreements
with each of Messrs. Barth, G. Steinberg and Bergman which provided for,
among other things, the following:  (i) minimum annual compensation of
$304,116 for Mr. Barth and $214,008 for each of Messrs. G. Steinberg and
Bergman (effective September 5, 1994, the annual compensation payable to
Messrs. Barth, G. Steinberg and Bergman was increased to $310,807, $218,716
and $218,716, respectively); (ii) a term ending upon the earliest to occur
of the following: (a) the employee's death or incapacity; (b) "cause", as
defined in the Employment Agreement; (c) at the election of the Company, 
upon not less than three years' prior written notice to the employee; or
(d) at the election of the employee, upon not less than six months' prior
written notice to the Company; and (iii) in the event the employee's
employment shall terminate as a result of death or incapacity, the Company
would be obligated to make annual payments to the employee or his estate or
representative for a period of three years in an amount equal to 50% of the
compensation paid or payable to the employee with respect to the fiscal
year immediately preceding the fiscal year in which his employment
terminated.  

          In June 1996, each of Messrs. Barth, G. Steinberg and Bergman was
given three years' notice, as required by the Employment Agreements, of the
termination of his Employment Agreement with the Company.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.
          _______________________________________________________________

          The following table sets forth, to the knowledge of the Company,
certain information regarding the Company's outstanding Common Stock
beneficially owned as of August 15, 1997 (i) by each person who is known by
the Company to own beneficially or exercise voting or dispositive control
over more than 5% of the Company's Common Stock, (ii) by each of the
Company's Directors, and (iii) by all executive officers and Directors as a
group:

                                                             Approximate
        Name and               Number of Shares             Percentage of
        Address of               and Nature of               Outstanding
     Beneficial Owner        Beneficial Ownership             Shares 
     ____________________    ____________________           _____________

     Seymour Barth.......       1,438,530(1)(2)               24.7%(1)(2)
     1220 Market Street
     Suite 603
     Wilmington, Delaware

     Gilbert H. Steinberg       1,078,286(1)                  18.5%(1)
     1220 Market Street
     Suite 603
     Wilmington, Delaware

     Elliot J. Bergman...         963,093(1)(3)               16.5%(1)(3)
     1220 Market Street
     Suite 603
     Wilmington, Delaware

     Morris Barth                 335,849(4)                   5.7%(4)
       c/o Astrosystems, Inc.
       1220 Market Street
       Suite 603
       Wilmington, Delaware

     Elliot D. Spiro.....           12,100                       *
     71 South Central Avenue
     Valley Stream, New York

     Walter A. Steinberg.            2,000                       *
     111 Eddy Drive
     Huntington Station, New York

     All Directors and 
       executive officers        3,351,879(1)(2)(3)           57.5%(1)(2)(3)
       as a group (5 persons)

     *  Less than 1%

     (1)  Includes for each of Messrs. Barth, G. Steinberg and Bergman
          71,065 shares over which they have voting power as trustees under
          the Company's 401(k) and profit-sharing plans (including 25,617, 
          23,226 and 21,528 shares allocated to the accounts of Messrs.
          Barth, G. Steinberg and Bergman, respectively).

     (2)  Includes 250,000 shares held in trust for the benefit of Mr.
          Barth's family, as to which trust Mr. Barth serves as co-trustee.
          Excludes 110,000 shares held in trust for the benefit of Mr.
          Barth's children, as to which shares Mr. Barth disclaims any
          beneficial interest.

     (3)  Includes 225,000 shares held in various trusts for the benefit of
          Mr. Bergman's family, as to which trusts Mr. Bergman serves as
          co-trustee.

     (4)  Includes 300,000 shares held in various trusts for the benefit of
          the descendants of Seymour Barth, as to which trusts Morris Barth
          serves as co-trustee.

Item 12.  Certain Relationships and Related Transactions.
          ______________________________________________

          In June 1996, Messrs. Barth, G. Steinberg and Bergman exercised
stock options and each was loaned $912,498, payable, with interest at the
rate of 6% per annum, on December 31, 1997 or earlier demand by the
Company, for use in the exercise.  The exercise of these options resulted 
in tax benefits to the Company.  Each of Messrs. Barth, G. Steinberg and 
Bergman was later loaned an additional $292,515, payable, with interest at 
the rate of 6% per annum, on December 31, 1997 or earlier demand by the 
Company, in connection with the aforementioned exercise of stock options. 

          In July, 1997, each of the above mentioned individuals was
further loaned $644,733, payable, with interest at the rate of 6% per
annum, on September 30, 1997 or earlier demand by the Company, for use in
the exercise of additional stock options, the exercise of which resulted in
additional tax benefits to the Company.

          All loans, including interest thereon, were repaid to the Company
in full as of September 29, 1997.

Item 13.  Exhibits, List and Reports on Form 8-K.
          ______________________________________

     (a)  Exhibits:
          ________

          (2)      Plan of Complete Liquidation and Dissolution -
                   incorporated by reference to Exhibit A to Proxy
                   Statement of the Company dated January 12, 1996 with
                   respect to Annual Meeting of Stockholders held February
                   2, 1996 (File No. 0-3344).

          (3) (a)  Certificate of Incorporation and Certificate of
                   Amendment thereto - incorporated by reference to
                   Exhibit 3(a) to the Company's Annual Report on Form
                   10-KSB for its fiscal year ended June 30, 1993 
                   (File No. 0-3344).

              (b)  Bylaws - incorporated by reference to Exhibit 3(b) to
                   the Company's Annual Report on Form 10-KSB for its fiscal
                   year ended June 30, 1993 (File No. 0-3344).

          (10)(a)  Lease with regard to AstroPower, Inc., Delaware premises
                   - incorporated by reference to Exhibit 10 to
                   the Company's Annual Report on Form 10-K for its fiscal
                   year ended June 30, 1990 (File No. 0-3344).

              (b)  1991 Stock Option Plan - incorporated by reference to
                   Exhibit A to the Company's definitive Proxy Statement
                   dated December 12, 1990 (File No. 0-3344).

              (c)  Settlement Agreement with Internal Revenue Service -
                   incorporated by reference to Exhibit 10 to the Company's
                   Annual Report on Form 10-K for its fiscal year ended
                   June 30, 1991 (File No. 0-3344).

              (d)  Employment Agreement dated as of April 18, 1994 between
                   the Company and Seymour Barth - incorporated by reference
                   to Exhibit 10 to the Company's Annual Report on Form
                   10-KSB for its fiscal year ended June 30, 1994
                   (File No. 0-3344).

              (e)  Employment Agreement dated as of April 18, 1994 between
                   the Company and Elliot Bergman - incorporated by
                   reference to Exhibit 10 to the Company's Annual Report on
                   Form 10-KSB for its fiscal year ended June 30, 1994
                   (File No. 0-3344).

              (f)  Employment Agreement dated as of April 18, 1994 between
                   the Company and Gilbert H. Steinberg - incorporated by
                   reference to Exhibit 10 to the Company's Annual Report on
                   Form 10-KSB for its fiscal year ended June 30, 1994
                   (File No. 0-3344).

              (g)  Asset Purchase Agreement dated as of January 11, 1996 by
                   and among the Company, Behlman Electronics, Inc., Orbit
                   International Corp. and Cabot Court, Inc. - incorporated
                   by reference to Exhibit B to Proxy Statement of
                   the Company dated January 12, 1996 with respect to Annual
                   Meeting of Stockholders held February 2, 1996  
                   (File No. 0-3344).

         (21) Subsidiaries of the Company.

         (27) Financial Data Schedule

     (b)  Reports on Form 8-K:
          ___________________

          Report on Form 8-K filed by the Company for an event dated 
          June 17, 1997 - Item 4 (File No. 0-3344).

<PAGE>
                                SIGNATURES

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

                                                ASTROSYSTEMS, INC.


                                                 BY:   /S/
                                                      ____________________ 
                                                      Seymour Barth, 
                                                      President

October 9, 1997

          In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.

                        President, Principal Executive
 /S/                      Officer and Director            October 9, 1997
_____________________                                      
Seymour Barth


                        Vice President, Secretary
 /S/                      and Director                    October 9, 1997
_____________________                   
Elliot J. Bergman


                        Vice President, Treasurer,
                          Principal Financial and
                          Accounting Officer and          October 9, 1997
 /S/                              Director
______________________
Gilbert Steinberg



 /S/                      Director                         October 9, 1997
______________________
Elliot D. Spiro



 /S/                      Director                         October 9, 1997
_____________________      
Walter Steinberg