ASTRONICS CORP
10-Q, 1999-05-18
PAPERBOARD CONTAINERS & BOXES
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               SECURITIES AND EXCHANGE COMMISSION

                      Washington, DC  20549

                            FORM 10-Q

 (Mark One)

[ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

For the fiscal quarter ended April 3, 1999

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

For the transition period from ______________ to ________________

Commission file number 0-7087


                      ASTRONICS CORPORATION
_________________________________________________________________
     (Exact Name of Registrant as Specified in Its Charter)


     New York                                    16-0959303 
_________________________________________________________________
(State or Other Jurisdiction of              (I.R.S. Employer
 Incorporation or Organization)              Identification No.)


1801 Elmwood Avenue, Buffalo, New York                 14207
_________________________________________________________________
(Address of Principal Executive Office)              (Zip Code)


                          716-447-9013
_________________________________________________________________
      (Registrant's Telephone Number, Including Area Code)

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

    $.01 par value Common Stock, $.01 par value Class B Stock
_________________________________________________________________
                        (Title of Class)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or 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  [  ]


As of April 3, 1999, 4,882,210 shares of $.01 par value common
stock and 688,364 shares of $.01 par value Class B common stock
were outstanding.
<PAGE>

                 PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements
          ____________________

                      ASTRONICS CORPORATION

                   Consolidated Balance Sheet
                          April 3, 1999
         With Comparative Figures for December 31, 1998

                                            (Dollars in 
                                             Thousands) 
                                   April 3, 1999    December 31,
                                   (Unaudited)         1998
                                   _____________    ____________
Current Assets:
  Cash                             $       24         $     523
  Accounts receivable                   5,913             5,435
  Inventories                           4,984             4,935
  Prepaid expenses                        858             1,229
                                   __________         _________
     Total current assets              11,779            12,122

Property, Plant and Equipment          47,296            44,090
  Less accumulated depreciation
     and amortization                  19,860            19,096
                                   __________         _________
     Net property, plant and 
       equipment                       27,436            24,994

Unexpended Industrial Revenue 
  Bond Proceeds                         2,488             4,657

Other Assets                            2,013             1,934
                                   __________         _________
                                   $   43,716         $  43,707
                                   ==========         =========
Current Liabilities:
  Current maturities of 
    long-term liabilities          $      447         $     446
  Accounts payable                      3,726             2,939
  Accrued expenses                      1,232             2,085
  Income taxes                            505               347
                                   __________         _________
     Total current liabilities          5,910             5,817

Other Liabilities                      14,141            15,160

Shareholders' Equity:
  Common stock, $.01 par value
    Authorized 10,000,000 shares, 
    issued 5,231,397 in 1999, 
    5,225,001 in 1998                      52                52
  Class B common stock, $.01 par value
    Authorized 5,000,000 shares, 
    issued 688,364 in 1999, 
    693,660 in 1998                         7                 7
                              - 2 -
<PAGE>
  Additional paid-in capital            2,683             2,681
  Retained earnings                    21,865            20,932
                                   __________         _________
                                       24,607            23,672

  Less shares in Treasury, at cost        942               942
                                   __________         _________

  Total shareholders' equity           23,665            22,730
                                   __________         _________

                                   $   43,716         $  43,707
                                   ==========         =========

See notes to financial statements.










































                              - 3 -

<PAGE>

                      ASTRONICS CORPORATION

     Consolidated Statement of Income and Retained Earnings
                   Period Ended April 3, 1999
                With Comparative Figures for 1998


                                          (Dollars in Thousands)
                                               (Unaudited)
                                          1999           1998
                                          ____           ____

Net Sales                                 $ 12,325     $ 11,057
Costs and Expenses:
  Cost of products sold                      8,726        7,692
  Selling, general and 
    administrative expenses                  2,137        2,104
  Interest expenses, net of 
    interest income of $5 
    in 1999 and $0 in 1998                      71           77
                                          ________      _______
       Total costs and expenses             10,934        9,873
                                          ________      _______
Income before taxes                          1,391        1,184

Provision for income taxes                     458          439
                                          ________      _______
Net Income                                     933          745

Retained Earnings:

  January 1                                 20,932       16,640
                                          ________      _______

  April 3                                 $ 21,865     $ 17,385
                                          ========     ========

Earnings per share:
  Basic                                   $    .17     $    .14
                                          ========     ========
  Diluted                                 $    .16     $    .13
                                          ========     ========



See notes to financial statements.












                              - 4 -
<PAGE>
                      ASTRONICS CORPORATION

              Consolidated Statement of Cash Flows
                Three Months Ended April 3, 1999
                With Comparative Figures for 1998

                                              (Dollars in 
                                               Thousands)
                                     (Unaudited)
                                        1999              1998
                                        ____              ____

Cash Flows from Operating Activities:
  Net income                           $   933           $  745
  Adjustments to reconcile net income 
    to net cash provided by operating 
    activities:
      Depreciation and amortization        855              693
      Provision for doubtful accounts       35              (30)
      Provision for deferred taxes          41              (16)

      Cash flows from changes in 
        operating assets and liabilities: 
          Accounts receivable             (513)            (749)
          Inventories                      (49)              81
          Prepaid expenses                 371              385
          Accounts payable                 788            1,436
          Accrued expenses                (853)            (666)
          Income taxes                     158              135
          Deferred compensation             52               28
                                       _______           ______
  Net Cash provided (used) by 
  Operating Activities                 $ 1,818           $2,042
                                       _______           ______

Cash Flows from Investing Activities:
  Change in other assets                  (170)              (5)
  Capital expenditures                  (3,206)          (3,013)
                                       _______           ______
  Net Cash provided (used) by 
    Investing Activities               $(3,376)         $(3,018)
                                       _______          _______
Cash Flows from Financing Activities:
  New long-term debt                         0            1,200
  Principal payments on long-term 
    debt and capital lease 
    obligations                         (1,112)            (715)
  Unexpended industrial revenue 
    bond proceeds                        2,169                0
  Proceeds from issuance of stock            2               19
                                       _______          _______
  Net Cash provided (used) by 
    Financing Activities               $ 1,059          $   504
                                       _______          _______
Net increase (decrease) in 
  Cash and Cash Equivalents               (499)            (472)
Cash and Cash Equivalents at 
  Beginning of Year                        523              740
                                       _______          _______
<PAGE>                        - 5 -
Cash and Cash Equivalents at 
  April 3                              $    24          $   268
                                       =======          =======
Disclosure of cash payments for:
  Interest                             $   101          $    95
  Income taxes                             258              322



See notes to financial statements.
















































                              - 6 -
<PAGE>
                      ASTRONICS CORPORATION

                  Notes to Financial Statements

                          April 3, 1999

     The accompanying unaudited statements have been prepared in
accordance with generally accepted accounting principles for
interim financial information.  Accordingly, they do not include
all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. 
In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. The results
of operations for any interim period are not necessarily
indicative of results for the full year. Operating results for
the three-month period ended April 3, 1999 are not necessarily
indicative of the results that may be expected for the year ended
December 31, 1999.

     The balance sheet at December 31, 1998 has been derived from
the audited financial statements at that date, but does not
include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements.

     For further information, refer to the financial statements
and footnotes thereto included in the Company's 1998 annual
report.

     Inventories are stated at the lower of cost or market, cost
being determined in accordance with the first-in, first-out
method. Inventories at April 3 are as follows:

     (in thousands)
                              April 3, 1999       December 31,
                              (Unaudited)             1998
                              _____________       ____________

     Finished goods             $  1,423            $  1,357
     Work in progress              1,068               1,064
     Raw material                  2,493               2,514
                                ________            ________
                                $  4,984            $  4,935

     Other liabilities consist of the following:

     (in thousands)
                              April 3, 1999       December 31,
                               (Unaudited)            1998
                              _____________       ____________

     Long-Term Debt             $ 10,309            $ 11,319
     Long-Term Obligations under
       Capital Leases                687                 789
     Deferred Income Taxes         1,111               1,070
     Deferred Compensation         2,034               1,982
                                ________            ________
                                $ 14,141            $ 15,160
                                ========            ========
<PAGE>                        - 7 -
                      ASTRONICS CORPORATION

            Notes to Financial Statements (Continued)

                          April 3, 1999

     The Company adopted SFAS No. 131, "Disclosures About
Segments of an Enterprise and Related Information," at
December 31, 1998 which changes the way the Company reports
information about its operating segments.

     The Company operates in two areas: Aerospace and
Electronics, and Specialty Packaging. Operations in Aerospace and
Electronics involve the design, manufacturing and marketing of
state-of-the-art and advanced technological components
incorporated into functional systems including instrument panels,
photo reproductions and keyboard technologies. Customers are
typically well known companies in the automotive, aerospace,
defense, and electronics industries worldwide. Operations in
Specialty Packaging involve the design, manufacturing and
marketing of folding paperboard packaging for customers' delivery
of their products and high quality custom imprinting of napkins,
invitation and other paper products. The Company is a dominant
provider of custom folding boxes in chosen markets.

(in thousands)          Three Months           Three Months
                    Ended April 3, 1999    Ended April 4, 1998
                    ___________________    ___________________
                  Aerospace               Aerospace
                     and      Specialty      and       Specialty
                  Electronics Packaging   Electronics  Packaging
                  ___________ _________   ___________  _________
Sales to external 
  customers        $  6,838   $  5,487      $  5,808    $  5,249

Income before taxes     978        455           745         476

Segment assets       19,168     24,102        12,539      22,289

     The Aerospace and Electronics segment is in the process of
completing an 80,000 square foot facility to replace four leased
facilities in its New Hampshire operation. The asset value of the
land, building construction in progress, equipment, and
unexpended Industrial Revenue Bond proceeds accounts for the
major increase in segment assets from 1998 to 1999.

     A reconciliation of combined income before taxes for the
three-month period is as follows:

(in thousands)
                                        Three Months Ended
                                   April 3, 1999   April 4, 1998
                                   _____________   _____________

Income before taxes from segments      $1,433         $1,221

Corporate expenses, net                   (42)           (37)
                                       _______        ______
     Income before taxes               $1,391         $1,184
<PAGE>                        - 8 -
                      ASTRONICS CORPORATION


Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations

     The following table sets forth as a percent of net sales
certain items reflected in the financial data and the percentage
increase (decrease) of such items as compared to the prior
period.  

                    Percent of Net Sales     Period-to-Period
                            Sales
                       Three months          Increase (Decrease)
                       ended April 3,        ___________________
                    _____________________

                    1999           1998           1998-1999
                    ____           ____           _________
Net Sales:
  Aerospace and 
    Electronics     55.5%          52.5%            17.7 %
  Specialty 
    Packaging       44.5           47.5              4.5 %
                    ____           ____
                    100%           100%             11.5 %

Cost of products 
  sold              70.8           69.6             13.4 %
Selling, general and
  administrative 
  expenses          17.3           19.0              1.6 %
Interest expenses, 
  net                 .6             .7             (7.8)%
                    ____           ____
                    88.7%          89.3%            10.7 %

Income before 
  provision for
  income taxes      11.3%          10.7%            17.5 %

Provision for 
  taxes              3.7            4.0              4.3 %
                    ____           ____             ____
Net Income           7.6%           6.7%            25.2 %
                    ====           ====


INTRODUCTION   Astronics Corporation operates in two business
               segments: Aerospace and Electronics; and Specialty
               Packaging. The Company changed the name of its
               Electronics Systems segment in 1997 to Aerospace
               and Electronics to better reflect its products and
               market focus. This business segment designs,
               manufactures and markets electroluminescent lamps
               and incorporates them into escape path lighting
               systems, aircraft cockpit lighting systems,
               military aircraft formation lighting, and
               ruggedized and avionics keyboards.
<PAGE>                        - 9 -
               On April 24, 1998, the Company announced that the
               United States Air Force (USAF) had selected its
               Luminescent Systems Inc. subsidiary to design,
               develop and manufacture night vision lighting
               modification kits for the NVIS F-16 program. The
               contract with the Air Force is potentially valued
               in excess of $50,000,000. The initial award is for
               377 F-16 aircraft to be completed in year 2000 for
               a revenue value in excess of $16,000,000. The USAF
               exercised its second option on February 10, 1999
               for an additional 305 units for approximately
               $13,500,000. An additional 474 units, upon
               exercise of the government's option, would be
               manufactured in the following years.

               On March 17, 1999, The Erie County Industrial
               Development Agency, Buffalo, NY authorized the
               issuance and sale of Industrial Revenue Bonds up
               to $7,500,000 for Luminescent Systems, Inc. to
               acquire land and construct a new manufacturing
               facility in East Aurora, NY. On May 12, 1999, the
               Company acquired 14.9 acres of land and plans to
               construct a 70,000 square foot facility on this
               new property.

               On December 30, 1998, effective December 1, 1998,
               the Company renewed its Revolving Line of Credit
               for $10,000,000 at the bank's prime rate or LIBOR
               plus 100 basis points. The Company may convert up
               to $9,000,000 into a four-year term loan. This
               credit facility expires June 1, 2001.

               On December 30, 1998, the Company closed an
               Industrial Revenue tax-exempt bond with the
               Business Finance Authority of the State of New
               Hampshire for $7,250,000. The interest rate floats
               with tax exempt funds and is reset every seven
               days. These funds are being used to finance the
               new Lebanon, New Hampshire facility and
               manufacturing equipment for expanded production
               needs.

               During the Third Quarter of 1998, the Aerospace
               and Electronics segment started construction on a
               new 80,000 square foot building in Lebanon, New
               Hampshire. This will allow the Company to
               consolidate its New Hampshire operations,
               currently in four leased locations, into a single
               facility. The facility is scheduled for occupancy
               during the Third Quarter of 1999.

               During the Third Quarter of 1998, the New
               Hampshire operations of the Aerospace and
               Electronics segment received their ISO 9001
               certification. In the Third Quarter of 1997, the
               Specialty Packaging segment received its ISO 9001
               certification.


<PAGE>                       - 10 -
SALES          The Company set a new First Quarter sales record
               with an increase in 1999 sales of 11.5 percent
               which compares to a 14.9 percent increase in 1998. 
               Sales were $12,325,000 in 1999 compared to
               $11,057,000 in 1998 and $9,625,000 in 1997.

               Sales within the Aerospace and Electronics segment
               increased 17.7 percent in 1999 compared to 28.3
               percent in 1998, while they were nominally the
               same in 1997, based on continuing operations.
               Sales in 1999 and 1998 have been strong in cockpit
               lighting, emergency egress lighting and formation
               lights.

               Sales in the Specialty Packaging segment increased
               4.5 percent in 1999 compared to 3.0 percent in
               1998, which compared to 14.2 percent in 1997. The
               Company continues to expand its market share
               through focus on customer service with on-time
               deliveries, high quality products and short
               turnaround times. Price increases have been
               nominal, but the pressure to reduce pricing
               continues to moderate.

BACKLOG        The Company's backlog increased to a new record at
               the end of the First Quarter of 1999 to
               $40,977,000 compared to the First Quarter 1998
               backlog of $14,600,000. This compares to
               $29,887,000 at December 31, 1998. The backlog at
               the end of the First Quarter of 1997 was
               $10,500,000. The backlog is composed of
               $39,660,000 in the Aerospace and Electronics
               segment and $1,317,000 in the Specialty Packaging
               segment.

EXPENSES       Cost of products sold increased 13.4 percent in
               1999, compared to sales growth of 11.5 percent. 
               As a percent of sales, these costs increased
               slightly in 1999 to 70.8 percent of sales compared
               to 69.6 percent of sales in 1998 and 69.0 percent
               in 1997. Material costs were nominally the same in
               1999, 1998, and 1997 at 20.6 percent of sales,
               20.2 percent of sales and 20.2 percent of sales,
               respectively. Employee costs have remained steady
               in 1999 and 1998, while they were slightly lower
               in 1997. As a percent of sales, they were 30.8
               percent, 30.8 percent, and 28.0 percent,
               respectively. As a percent of sales, supply costs
               increased in 1999 to 7.3 percent, compared to 6.4
               percent in 1998 and 8.5 percent in 1997. This
               reflects timing of purchases and the cost of
               bringing certain outsourced operations in house.
               Depreciation, as a percent of sales, also
               increased. As a percent of sales, depreciation for
               the First Quarter of 1999, 1998 and 1997 was 5.7
               percent, 5.2 percent, and 5.6 percent,
               respectively. The remaining general categories


<PAGE>                       - 11 -
               increased/decreased less than one percentage point
               of sales. The net results of the above produced
               gross profits of $3,599,000 in 1999, $3,365,000 in
               1998, and $2,982,000 in 1997.

               Selling, general and administrative expenses
               continued to decrease as a percentage of sales:
               17.3 percent in 1999, 19.0 percent in 1998 and
               19.5 percent in 1997. The majority of these costs
               are for employee services, marketing expenses and
               operating supplies. Operating income increased to
               $1,462,000, or 11.9 percent of sales, in 1999,
               compared to $1,261,000, or 11.4 percent of sales,
               in 1998, and compared to $1,109,000 in 1997, or
               11.5 percent of sales.

INTEREST       Interest costs, net, decreased. In 1999, the
               expense was $71,000, or .6 percent of sales,
               compared to $77,000, or .7 percent of sales in
               1998, and $109,000, or 1.1 percent of sales in
               1997. The decrease in borrowings reflect the
               strong cash flow which allows steady reduction of
               indebtedness. The interest costs on the December
               1998 bonds is being capitalized as part of the
               cost of the facility. As the project is completed,
               the interest costs will be expensed, probably
               starting in the Third Quarter.

INCOME BEFORE
TAXES          As a result of the increase in sales of 11.5
               percent in 1999 and 14.9 percent in 1998, and with
               overall costs increasing at a slightly slower
               pace, the Company reported income before taxes
               $1,391,000, or 11.3 percent in 1999, compared to
               $1,184,000, or 10.7 percent of sales in 1998,
               compared to $1,000,000 or 10.4 percent of sales in
               1997.

TAXES          The Company's tax provision takes into account the
               federal and state taxes for which it is liable.
               The Company records its tax expense under the FASB
               109 guidelines. As of January 1, 1999, the Company
               established Astronics Foreign Sales Corporation,
               which reduces its taxes on sales made to customers
               in foreign countries. Normally, the First
               Quarter's tax provision is higher as all minimum
               taxes are accrued during this period. The 1999
               provision for taxes is $458,000, or 3.7 percent of
               sales, compared to the 1998 provision of $439,000,
               or 4.0 percent of sales. The First Quarter of 1999
               benefitted from the establishment of the Foreign
               Sales Corporation and a revision of the 1998 tax
               provision.






<PAGE>                       - 12 -
NET INCOME     Net income for the First Quarter of 1999
               established a new record for the quarter:
               $933,000, or $.16 per diluted share, compared to
               $745,000, or $.13 per diluted share, earned in
               1998, and compared to $583,000, or $.10 per
               diluted share in 1997.

LIQUIDITY      Cash flow from operating activities was $1,818,000
               in 1999 compared to $2,042,000 in 1998, and
               compared to $675,000 in 1997. The Company invested
               $3,206,000 in capital expenditures in 1999
               compared to $3,013,000 in 1998, and compared to
               $159,000 in the First Quarter of 1997. The Company
               reduced its indebtedness by $1,112,000 in the
               First Quarter of 1999, compared to $715,000 in the
               First Quarter of 1998, while in 1998 it borrowed
               $1,200,000 for working capital. This compared to a
               reduction in indebtedness of $760,000 in the First
               Quarter of 1997, when the Company borrowed
               $250,000 for working capital purposes. The Company
               has a $10,000,000 revolving line of credit
               available for additional working capital needs, of
               which it had utilized $2,800,000 at the end of the
               First Quarter of 1999, $3,000,000 at the end of
               the First Quarter of 1998, and $2,750,000 at the
               end of the First Quarter of 1997. The Company
               feels that its beginning cash balance, the cash
               flow from internal operations and the available
               balance of the revolving line of credit are
               adequate to meet the Company's operational and
               investment plans for 1999.

COMMITMENTS    The Company has outstanding commitments for
               capital investments of approximately $5,400,000 at
               the end of the First Quarter of 1999, compared to
               $2,400,000 at the end of the First Quarter of
               1998, and  compared to $2,000,000 at the end of
               the First Quarter of 1997. The Company has
               outstanding approximately $1,500,000 to complete
               the New Hampshire manufacturing facility and
               $2,800,000 for two new die cutters. The balance of
               the commitments are in the normal course of
               business. During the Second Quarter of 1997, the
               Company repurchased its shares of common stock
               owned by ATRO Companies Profit Sharing/401(k) Plan
               for $532,000. The Company has commitments for
               items that it purchases in the normal on-going
               affairs of the business. The Company is not aware
               of any obligations in excess of normal market
               conditions, nor of any long-term commitments that
               would affect its financial condition.








<PAGE>                       - 13 -
YEAR 2000      The Company employs several different computer
               systems for financial, engineering and
               manufacturing purposes. The Company purchases
               these systems, both hardware and software.
               Therefore, it does not have programmers writing
               code internally. During 1998 and 1997, the Company
               installed upgrades to some of its systems that are
               Year 2000 compliant and switched software for
               other functions that are Year 2000 compliant. All
               operating systems are now Year 2000 compliant,
               except for the Human Resources system and a voice
               mail system. The Human Resource system will be
               replaced in the Third Quarter of 1999. The voice
               mail system software upgrade will also be
               implemented in the Third Quarter. The Company has
               tested various systems and will continue to test
               applications it runs, as well as those it
               interfaces with including customers, vendors, and
               other outside sources. The Company believes it is
               ready for Year 2000 except for the above-mentioned
               programs. The total invested for software upgrades
               to date is approximately $150,000 and the
               Company's budget for additional upgrades and new
               software in 1999 is approximately $40,000.

               The Company has interfaced with the suppliers of
               production, engineering and administrative
               equipment that have embedded chips in their
               products. The Company is seeking full assurances
               that these are either Year 2000 compliant, have no
               date sensitivity, or that necessary upgrades will
               be available by June 30, 1999.

               The risk that the Company faces is in their
               suppliers of utilities, mainly electric, natural
               gas, and telecommunication. These vendors have
               stated that they have or will test their systems
               before the end of the Second Quarter. They have
               stated that they do not anticipate any problems.
               Another area of risk is that several key pieces of
               manufacturing equipment are made in Europe, where
               companies reportedly are slowly addressing the
               Year 2000 issues. The Company plans to have
               assurance from these suppliers that they have
               adequate parts in U.S.A. warehouses with Year 2000
               compliant delivery systems. If assurances are not
               adequate, the Company will increase its inventory
               of vital spare parts. The Company has no other
               specific contingency plans.










<PAGE>                       - 14 -
                   PART II - OTHER INFORMATION


Item 1.   Legal Proceedings.
          _________________

          None.


Item 2.   Changes in Securities.
          _____________________

          None.


Item 3.   Defaults Upon Senior Securities.
          _______________________________

          None.


Item 4.   Submission of Matters to a Vote of Securities Holders.
          _____________________________________________________

          At the annual meeting of shareholders held on April 29,
          1999, the nominees to the Board of Directors were re-
          elected based on the following results:

                                                Votes Withholding
          Nominees            Votes For              Authority 
          ________            _________         _________________

          Robert T. Brady     9,214,429                453,812
          John B. Drenning    9,214,429                453,812
          Kevin T. Keane      9,214,292                453,949
          Robert J. McKenna   9,214,429                453,812
          John M. Yessa       9,214,429                453,812

          The selection of Ernst & Young LLP as the Registrant's
          auditors was approved by the following vote: 9,468,936
          in favor; 11,146 against; and 188,159 abstentions.

          Under applicable New York law and the Company's charter
          documents, abstentions and non-votes have no effect.


Item 5.   Other Information.
          _________________

          None.


Item 6.   Exhibits and Reports on Form 8-K.
          ________________________________

     Exhibit 11.  Computation of Per Share Earnings.



<PAGE>                       - 15 -





                           SIGNATURES




     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.  







DATED:    May 17, 1999


                                    ASTRONICS CORPORATION
                                   ______________________________


                                   /s/ John M. Yessa
                                   ______________________________
                                             (Signature)

                                        John M. Yessa
                                   Vice President-Finance 
                                   and Treasurer


























<PAGE>                       - 16 -
                           EXHIBIT 11

                COMPUTATION OF PER SHARE EARNINGS



                    (in thousands, except for per share data)
                              Quarter Ended April 3
                              1999           1998
                              ____           ____

Net income                    $  933         $  745
                              ======         ======

Basic earnings per share 
  weighted average shares      5,570          5,526

Net effect of dilutive 
  stock options                  398            364
                              ______         ______

Diluted earnings per share 
  weighted average shares      5,968          5,890
                              ======         ======

Basic earnings per share      $  .17         $  .14
                              ======         ======

Diluted earnings per share    $  .16         $  .13
                              ======         ======





























<PAGE>                       - 17 -

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               APR-03-1999
<CASH>                                              24
<SECURITIES>                                         0
<RECEIVABLES>                                    6,124
<ALLOWANCES>                                       211
<INVENTORY>                                      4,984
<CURRENT-ASSETS>                                11,779
<PP&E>                                          47,296
<DEPRECIATION>                                  19,860
<TOTAL-ASSETS>                                  43,716
<CURRENT-LIABILITIES>                            5,910
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            59
<OTHER-SE>                                      23,606
<TOTAL-LIABILITY-AND-EQUITY>                    43,716
<SALES>                                         12,325
<TOTAL-REVENUES>                                12,325
<CGS>                                            8,726
<TOTAL-COSTS>                                   10,863
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  71
<INCOME-PRETAX>                                  1,391
<INCOME-TAX>                                       458
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       933
<EPS-PRIMARY>                                      .17
<EPS-DILUTED>                                      .16
        

</TABLE>


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