SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                 FORM 10-KSB/A-2

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

                    For the fiscal year ended March 31, 1998

                          Commission file number 1-4530

                                  ASTREX, INC.

        (Exact name of small business issuer as specified in its charter)

             DELAWARE                                     13-1930803
     (State of incorporation)                  (IRS Employer Identification No.)

                  205 Express Street, Plainview, New York 11803
               (Address of principal executive offices) (Zip Code)

                                 516 - 433-1700
                (Issuer's telephone number, including area code)

        Securities registered pursuant to Section 12 (b) of the Act: None
              SECURITIES REGISTERED PURSUANT TO 12 (g) OF THE ACT:

                          Common Stock, $.01 Par Value
                                (Title of class)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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 each filing requirements for the past 90
days. Yes |X| No |_|.

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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. |X|

State issuer's revenues for its most recent fiscal year.  $14,263,651.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a specified date
within the past 60 days. $646,694 as of June 15, 1998 (See Item 5).

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 4,459,277 shares of Common Stock as
of June 16, 1998.

<PAGE>

(a)(3) Exhibits

      The exhibits listed on the accompanying Exhibit Index are filed as part of
this report.

<TABLE>
<CAPTION>
                                                               Previously Filed and Incorporated
Exhibit   Description                                            by reference or Filed Herewith
-------   -----------                                            ------------------------------
<S>       <C>                                                <C>   
3 (a)     Certificate of Incorporation of Astrex, Inc.,      Filed as Exhibit 3(a) to the Form 10-QSB
          as amended (a Delaware corporation)                of the Company for the quarter ended
                                                             September 30, 1997

3 (b)     By-Laws of Astrex, Inc., as amended                Filed as Exhibit 3(b) to the Form 10-QSB  
                                                             of the Company for the quarter ended      
                                                             September 30, 1996                        
                                                                                                       
10(a)     Credit and Security Agreement (Revolver)           Filed as Exhibit 10(a) to the Form 10-QSB
          between Astrex, Inc. and Fleet National            of the Company for the quarter ended
          Bank dated July 9, 1997                            September 30, 1997    
                                                                               
10(b)     Appendix A to Credit and Security Agreement        Filed as Exhibit 10(b) to the Form 10-QSB   
          (Revolver) between Astrex, Inc. and Fleet          of the Company for the quarter ended        
          National Bank dated July 9, 1997                   September 30, 1997                          
                                                                                                         
10(c)     Pledge Agreement between Astrex, Inc. and          Filed as Exhibit 10(c) to the Form 10-QSB   
          Fleet National Bank dated July 9, 1997             of the Company for the quarter ended        
                                                             September 30, 1997                          
                                                                                                         
10(d)     Revolving Credit Promissory Note between           Filed as Exhibit 10(d) to the Form 10-QSB   
          Astrex, Inc. and Fleet National Bank dated         of the Company for the quarter ended        
          July 9, 1997                                       September 30, 1997                          
                                                                                                         
10(e)     Guaranty Agreement between AVest, Inc. and         Filed as Exhibit 10(e) to the Form 10-QSB   
          Fleet National Bank dated July 9, 1997             of the Company for the quarter ended        
                                                             September 30, 1997                          
                                                                                                         
10(f)     Guaranty Agreement between T.F. Cushing, Inc.      Filed as Exhibit 10(f) to the Form 10-QSB   
          and Fleet National Bank dated July 9, 1997         of the Company for the quarter ended        
                                                             September 30, 1997                          
                                                                                                         
21        Subsidiaries of the registrant                                Filed Herewith                   
                                                                                                         
27        Financial Data Schedule                            Filed as Exhibit 27 to Form 10-KSBA-1 of the
                                                             Company for the year ended March 31, 1998   
</TABLE>

<PAGE>

                                   Signatures

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

                                  ASTREX, INC.
                                  (Registrant)

                             by /s/ Michael McGuire
                                ---------------------------
                           Michael McGuire, Director,
                      President and Chief Executive Officer
                          (principal executive officer)

Dated: April 6, 1999

      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.

/s/ John C. Loring                        /s/  Michael McGuire
-------------------------------------     --------------------------------------
John C. Loring, Chairman of the Board     Michael McGuire, Director,
                and Director              President and Chief Executive Officer
                                          (principal executive officer)
                                        
Dated: April 6, 1999                      Dated: April 6, 1999


/s/ Howard Amster                         /s/ Lori A. Sarnataro
-------------------------------------     --------------------------------------
Howard Amster, Director                   Lori A. Sarnataro, CFO
                                          (principal financial and accounting
                                          officer)

Dated: April 6, 1999                      Dated: April 6, 1999


/s/ David S. Zlatin                       s/ Mark Schindler
-------------------------------------     --------------------------------------
David S. Zlatin, Director                 Mark Schindler, Director
                                        
Dated: April 6, 1999                      Dated: April 6, 1999