U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 20-F [X] Form 10-Q and 10-QSB [ ] Form N-SAR
For Period Ended: June 30, 1997
______________________________________________________________________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
______________________________________________________________________________
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
______________________________________________________________________________
Part I - Registrant Information
Full Name of Registrant: Astrocom Corporation
Address of Principal Executive Office: 2700 Summer Street N.E.
Minneapolis, MN 55413-2820
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Part II - Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate) [ ]
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
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(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date.
(c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.
______________________________________________________________________________
Part III - Narrative
State below in reasonable detail the reasons why Form 10-QSB could not be filed
within the prescribed period.
As reflected in the Form 8-K's filed by registrant on 5/22/97 and 7/02/97,
registrant is investigating possible accounting irregularities for the quarter
ended March 31, 1997. Registrant has been advised by the accounting
personnel hired to assist in the investigation that additional time is
necessary to complete the preparation of revised financial statements for
the period ended 3/31/97. It is necessary that such statements be revised
before registrant can complete its financial statements for the period ending
June 30, 1997.
______________________________________________________________________________
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Sherri D. Ulland Telephone Number: (612) 336-9337
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
See Part III above.<PAGE>
ASTROCOM CORPORATION
(Name of Registrant as specified in charter)
has caused this Form 12b-25 to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 15, 1997 ASTROCOM CORPORATION
By Claire Canavan
Claire Canavan, Principal Financial
Officer and Principal Accounting
