UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__3__)*
Astrocom Corporation
- -----------------------------------------------------------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
046390-10-0
------------------------------
(CUSIP Number)
Richard W. Perkins 730 East Lake Street, Wayzata, MN 55391 612-473-8367
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(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications)
September 30, 1998
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box /__/.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SEC 1746 (12-91) Page 1 of 5 pages
<PAGE>
CUSIP No. 046390-10-0 Schedule 13D Page 2 of 5 pages
1 NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Perkins Capital Management, Inc.
41-1501962
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e).
/_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
730 East Lake Street, Wayzzata, MN 55391-1769
7 SOLE VOTING POWER
162,500
NUMBER OF
8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
1,340,500
EACH
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,340,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14 TYPE OF REPORTING PERSON*
IA
SEC 1746 (12-91) Page 2 of 5 pages
<PAGE>
CUSIP No. 046390-10-0 SCHEDULE 13D Page 3 of 5 pages
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
Richard W. Perkins
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
/_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
730 East Lake Street, Wayzata, MN 55391
NUMBER OF
SHARES 7 SOLE VOTING POWER
687,257
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
762,257
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
762,257
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTAED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON*
IN
SEC 1746 (12-91) Page 3 of 5
<PAGE>
CUSIP NO. 046390-10-0 SCHEDULE 13D Page 4 of 5
Item 1. Security and Issuer
(a) Astrocom Corporation
(b) 2700 Summer Street NE, Minneapolis, MN 55413
Item 2. Identity and Background
(a) The names of the persons filing are Perkins Capital Management,
Inc. and Richard W. Perkins.
(b) The filing persons business address is 730 East Lake Street,
Wayzata, MN 55391.
(c) Perkins Capital Management, Inc., is a federally registered
investment advisor. Richard W. Perkins is President of Perkins
Capital Management, Inc.
(d) No named person has ever been convicted in a criminal proceeding.
(e) No named person has ever been a party to any civil proceeding as a
result of which he was or is subject to a judgement, decree of
final order enjoying future violations of, or prohibiting or
mandating activities subject to, federal or state securites laws
or finding any violation with respect to such laws.
(f) The named persons are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The event requiring the filing of this statement is the increase in
shares outstanding of the issuer. See item four, page two and page
three of five on Schedule 13D.
Item 4. Purpose of the Transaction
Not Applicable.
Item 5. Interest in Securities of the Issuer
Perkins Capital Management, Inc. an investment advisor, has sole
dispositive power over 1,340,500 shares of common equivalents (includes
785,000 warrants exerciseable within 60 days) and has sole voting
power over 162,500 of such shares.
Richard W. Perkins as sole trustee for various trusts, owns, or has
sole dispositive power over 762,257 shares of common equivalents
(includes 75,000 warrants exerciseable within 60 days) and has sole
voting power over 687,257 shares of common stock of the issuer.
SEC 1746 (12-91) Page 4 of 5 pages
<PAGE>
CUSIP No. 046390-10-0 SCHEDULE 13D Page 5 of 5 pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securites of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: October 6, 1998
This statement is being filed on behalf of the undersigned.
/s/ Richard W. Perkins
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Richard W. Perkins, President
Perkins Capital Management, Inc.
SEC 1746 (12-91) Page 5 of 5 pages
