ASTRONICS CORP
10-Q, 1999-11-16
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 October 2, 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 October 2, 1999, 4,999,249 shares of $.01 par value common
stock and 670,274 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
                              October 2, 1999
              With Comparative Figures for December 31, 1998

                                          (Dollars in Thousands)
                                      October 2, 1999    December 31,
                                        (Unaudited)          1998
                                      _______________    ____________
Current Assets:
  Cash                                   $    554          $    523
  Accounts receivable                       6,565             5,435
  Inventories                               8,741             4,935
  Prepaid expenses                            350             1,229
                                         ________          ________
     Total current assets                  16,210            12,122
Property, Plant and Equipment              55,656            44,090
  Less accumulated depreciation
    and amortization                       21,531            19,096
                                         ________          ________
      Net property, plant and equipment    34,125            24,994
Unexpended Industrial Revenue
  Bond Proceeds                                 0             4,657
Other Assets                                2,142             1,934
                                         ________          ________
                                         $ 52,477          $ 43,707
                                         ========          ========
Current Liabilities:
  Current maturities of
    long-term liabilities                $    450          $    446
  Accounts payable                          7,351             2,939
  Accrued expenses                          1,747             2,085
  Income taxes                                 39               347
                                         ________          ________
      Total current liabilities             9,587             5,817

Other Liabilities                          16,894            15,160
Shareholders' Equity:
  Common stock, $.01 par value
    Authorized 10,000,000 shares, issued
    5,318,654 in 1999,  5,225,001 in 1998      53                52
  Class B common stock, $.01 par value
    Authorized 5,000,000 shares, issued
    670,274 in 1999, 693,660 in 1998            7                 7
  Additional paid-in capital                2,904             2,681
  Retained earnings                        23,894            20,932
                                         ________          ________
                                           26,858            23,672
  Less shares in Treasury, at cost            862               942
                                         ________          ________
    Total shareholders' equity             25,996            22,730
                                         $ 52,477          $ 43,707
See notes to financial statements.       ========          ========
<PAGE>

                           ASTRONICS CORPORATION

          Consolidated Statement of Income and Retained Earnings
                       Period Ended October 2, 1999
                     With Comparative Figures for 1998

                                     (Dollars in Thousands)
                                            (Unaudited)
                              NINE MONTHS              THREE MONTHS
                         ______________________  _______________________
                           1999         1998        1999        1998
                           ____         ____        ____        ____
Net Sales                $ 35,475     $ 33,042    $ 12,017    $ 11,689

Costs and Expenses:
  Cost of products sold    25,097       22,991       8,537       8,038
  Selling, general and
    administrative
    expenses                5,784        5,715       1,744       1,950
  Interest expenses,
    net of interest income
    of $75 in 1999 and
    $0 in 1998                147          301          59         121
                          _______      _______     _______     _______
     Total costs
       and expenses        31,028       29,007      10,340      10,109
                          _______      _______     _______     _______
Income before taxes         4,447        4,035       1,677       1,580

Provision for income taxes  1,485        1,420         544         531
                          _______      _______     _______     _______
Net Income                  2,962        2,615       1,133       1,049
                                                   =======     =======
Retained Earnings:
  January 1                20,932       16,640
                          _______      _______
  October 2              $ 23,894     $ 19,255
                          =======      =======
Earnings per share:

  Basic                  $    .53     $    .47    $    .20     $   .19
                          =======      =======     ========     ======
  Diluted                $    .50     $    .44    $    .19     $   .18




See notes to financial statements.











<PAGE>

                           ASTRONICS CORPORATION
                   Consolidated Statement of Cash Flows
                     Nine Months Ended October 2, 1999
                     With Comparative Figures for 1998

                                              (Dollars in Thousands)
                                                    (Unaudited)
                                              1999             1998
                                              ____             ____
Cash Flows from Operating Activities:
  Net income                               $   2,962         $   2,615
  Adjustments to reconcile net
    income to net cash provided
    by operating activities:
    Depreciation and amortization              2,647             2,228
    Provision for doubtful accounts              (49)               29
    Provision for deferred taxes                 192                 8
    Cash flows from changes in operating
      assets and liabilities:
      Accounts receivable                     (1,081)           (1,175)
      Inventories                             (3,806)             (568)
      Prepaid expenses                           879               151
      Accounts payable                         4,412             1,014
      Accrued expenses                          (338)             (390)
      Income taxes                              (308)             (155)
      Deferred compensation                       97                93
                                             _______          ________
  Net Cash provided by
    Operating Activities                    $  5,607          $  3,850
                                             _______          ________
Cash Flows from Investing Activities:
  Change in other assets                        (419)              (89)
  Capital expenditures                       (11,567)           (7,243)
                                             _______          ________
  Net Cash used by
    Investing Activities                    $(11,986)         $ (7,332)
                                             _______          ________
Cash Flows from Financing Activities:
  New long-term debt                           1,800             4,368
  Principal payments on long-term
    debt and capital lease obligations          (351)           (1,083)
  Unexpended industrial revenue
    bond proceeds                              4,657                 0
  Proceeds from issuance of stock                304               221
                                             _______          ________
  Net Cash provided by
    Financing Activities                    $  6,410          $  3,506
                                             _______          ________
Net increase in Cash and
  Cash Equivalents                                31                24
Cash and Cash Equivalents at
  Beginning of Year                              523               740
                                             _______          ________
Cash and Cash Equivalents at October 2      $    554          $    764
                                             =======          ========
Disclosure of cash payments for:
  Interest                                  $    189          $    320
  Income taxes                                 1,567             1,568
See notes to financial statements.
<PAGE>
                      ASTRONICS CORPORATION

                  Notes to Financial Statements
                         October 2, 1999


1)   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 nine-month period
     ended October 2, 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.

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

          (in thousands)
                            October 2, 1999      December 31,
                              (Unaudited)            1998
                            _______________      ____________
          Finished goods        $1,905              $1,357
          Work in progress       1,103               1,064
          Raw material           5,733               2,514
                                ______              ______
                                $8,741              $4,935
                                ======              ======

3)   Other liabilities consist of the following:

          (in thousands)
                            October 2, 1999      December 31,
                              (Unaudited)            1998
                            _______________      ____________
     Long-Term Debt            $13,088             $11,319
     Long-Term Obligations
       under Capital Leases        465                 789
     Deferred Income Taxes       1,262               1,070
     Deferred Compensation       2,079               1,982
                                ______              ______
                               $16,894             $15,160
                                ======              ======
<PAGE>

                      ASTRONICS CORPORATION

            Notes to Financial Statements (Continued)
                         October 2, 1999

4)   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,
     invitations and other paper products. The Company is a
     dominant provider of custom folding boxes in chosen markets.

   (in thousands)          Nine Months          Nine Months
                     Ended October 2, 1999 Ended October 3, 1998
                     _____________________ _____________________
                     Aerospace              Aerospace
                        and      Specialty     and       Specialty
                    Electronics  Packaging  Electronics  Packaging
                    ___________  _________  ___________  _________
  Sales to external
    customers        $18,553      $16,922     $17,670     $15,372
  Income before taxes  2,295        2,027       2,369       1,226
  Segment assets      23,733       27,765      14,140      24,475

     The Aerospace and Electronics segment has moved into a new
     80,000 square foot facility, which will replace four leased
     facilities in its New Hampshire operation. Also, during the
     Quarter ended July 3, 1999, they started construction of a
     70,000 square foot manufacturing facility in New York.

     The segment asset value changed from October 3, 1998 to
     October 2, 1999 as follows:

     (in thousands)             Aerospace        Specialty
                             and Electronics     Packaging
                             _______________     _________

October 3, 1998                  $14,140          $24,475
  Land acquisitions                  350              --
  Building construction            7,600              --
  Die Cutting equipment              --             2,700
  Other, net                       1,643              590
                                  ______           ______
October 2, 1999                  $23,733          $27,765


<PAGE>
                      ASTRONICS CORPORATION

            Notes to Financial Statements (Continued)
                         October 2, 1999


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


     (in thousands)                   Nine Months Ended
                              October 2, 1999   October 3, 1998
                              _______________   _______________

     Income before taxes
       from segments              $4,322            $3,595
     Corporate income, net           125               440
                                  ______            ______
       Income before taxes        $4,477            $4,035
                                  ======            ======

5)   On July 1, 1999, the Company renegotiated its financial
     arrangements, including changing financial institutions. As
     a result of the changes, the Company's Revolver is a five-
     year program with a $12,000,000 line, with interest at the
     bank's prime rate, or LIBOR plus 60 basis points. At the end
     of five years, the Company may convert the outstanding
     balance to a four-year term loan. The Company also changed
     the letter of credit arrangement and the remarketing
     agreement on the Industrial Revenue Tax-Exempt Bonds issued
     through the Business Finance Authority of the State of New
     Hampshire. The new letter of credit is 50 basis points vs.
     75 basis points under the previous agreement. The Company
     also arranged the financing for the Industrial Revenue Tax-
     Exempt Bonds to be issued through the County of Erie, State
     of New York, in connection with the construction of the
     Aerospace and Electronics segment's construction project in
     New York. It is anticipated that this will close early in
     the Fourth Quarter. The financial terms are similar to the
     New Hampshire transaction.



















<PAGE>

                      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
                         Nine Months          Period-to-Period
                       ended October 2,       Increase (Decrease)
                     ____________________    ___________________
                        1999        1998          1998-1999
                        ____        ____          _________

Net Sales:
  Aerospace and
    Electronics         52.3%       53.5%            5.0 %
  Specialty Packaging   47.7        46.5            10.1 %
                       _____       _____
                       100.0%      100.0%            7.4 %

Cost of products sold   70.8        69.6             9.2 %
Selling, general and
  administrative
  expenses              16.3        17.3             1.2 %
Interest expenses, net    .4          .9           (51.2)%
                       _____       _____
                        87.5%       87.8%            7.0 %

Income before provision
  for income taxes      12.5%       12.2%           10.2 %

Provision for taxes      4.2         4.3             4.6 %
                       _____       _____
Net Income               8.3%        7.9%           13.3 %
                       =====       =====


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.

               On October 27, 1999, the Company closed an
               Industrial Revenue Tax-Exempt Bond with the Erie
               County Industrial Development Agency of Erie
               County, State of New York for $7,000,000. The

<PAGE>
               interest rate floats with tax exempt funds and is
               reset every seven days. These funds are being used
               to finance the new East Aurora, New York
               manufacturing facility and production equipment
               for expanded customer needs.

               Late in the Third Quarter of 1999, the Company
               started shipments on the NVIS F-16 (night vision
               lighting modification kits) program. The Company
               expects these shipments to increase, and, by the
               end of 1999, to be at the scheduled annualized
               rate. The Company has $29,000,000 in backlog and
               it expects the United States Air Force to exercise
               additional production options in the future.

               On July 1, 1999, the Company established a
               $12,000,000 five-year revolving line of credit at
               the bank's prime rate or LIBOR plus 60 basis
               points. The revolver can be converted to a four-
               year term loan at the end of five years.

               The Aerospace and Electronics segment completed
               their move into the new manufacturing facility in
               Lebanon, New Hampshire during October 1999. Basic
               construction on the new 80,000 square foot
               building was completed late in the Second Quarter,
               with the installation of equipment and systems
               completed in the Third Quarter. This allows the
               Company to consolidate its New Hampshire
               operations, previously in four leased locations,
               into a single facility.

               On May 12, 1999, the Company's Aerospace and
               Electronics segment acquired 14.9 acres of land in
               East Aurora, New York, and has started
               construction of a 70,000 square foot manufacturing
               facility on this new property. The Company plans
               to close a tax-exempt bond transaction early in
               the Fourth Quarter to finance this project. The
               Company anticipates completion of the construction
               and installation of equipment and systems during
               the First Quarter of 2000, and the acquisition of
               equipment over the next 24 months.

               On March 17, 1999, The Erie County Industrial
               Development Agency, Buffalo, NY authorized the
               issuance and sale of tax-exempt 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 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



<PAGE>
               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 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 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.

SALES          The Company reported record sales for the Third
               Quarter, for the first nine months of the year,
               and for the trailing twelve months. Sales
               increased 2.8 percent for the quarter to
               $12,017,000, compared to a 14.5 percent gain for
               the same quarter in 1998 (sales were $11,689,000),
               which was up from 1997 Third Quarter sales of
               $10,214,000. The sales were lower than anticipated
               as the Company was delayed in starting shipments
               on the NVIS F-16 contract. The year-to-date sales
               are $35,475,000, a 7.4 percent increase in 1999,
               compared to $33,042,000, which were 11.9 percent
               ahead of 1997 sales of $29,527,000. Sales for the
               first nine months of 1999 were 52.3 percent in the
               Aerospace and Electronics segment, compared to
               53.5 percent in 1998 and 50.2 percent in 1997.
               Specialty Packaging accounted for 47.7 percent of
               1999 sales compared to 46.5 percent in 1998, which
               compared to 49.8 percent in 1997.

               The Aerospace and Electronics segment's sales have
               increased 5.0 percent for the first nine months of
               1999, compared to 19.2 percent for the first nine
               months of 1998, which compared to an increase of
               4.3 percent in 1997. The segment's sales were
               negatively affected by the delay in shipments of
               the NVIS F-16 program. The total contract remains
               in place, and the Company expects it to be
               fulfilled over the next three years. Shipments in
               1999 were strongest in escape path lighting


<PAGE>
               systems product line, compared to 1998 when sales
               were especially strong in three product lines:
               1) military aircraft formation lights, 2) escape
               path lighting systems, and 3) cockpit lighting
               systems. The Company's order activity remains
               solid. Pricing for comparable products is
               nominally the same this year as last year.

               The Specialty Packaging segment sales increased
               10.1 percent for the first nine months of 1999,
               compared to 4.6 percent in 1998, which compared to
               a 16.4 percent increase in 1997. In 1998,
               customers' management of their inventories
               affected the timing of sales. This reflected the
               just-in-time philosophy that is prevalent in
               today's business world. During 1999, the Company's
               sales have been strong in the custom packaging
               market resulting from expansion of product
               capabilities. The Company continues to expand its
               overall market share in its chosen market niche
               through focus on customer service with on-time
               deliveries, high quality products and short
               turnaround times. Pricing remains nominally the
               same for similar products.

BACKLOG        The Company's backlog increased 93.4 percent in
               1999 to $42,852,000, compared to 99.6 percent in
               1998, which was the previous Third Quarter all
               time record, of $22,153,000. This compares to
               $10,800,000 at December 31, 1997. The backlog is
               composed of $40,977,000 in the Aerospace and
               Electronics segment and $1,875,000 in the
               Specialty Packaging segment.

EXPENSES       The cost of products sold increased 9.2 percent in
               1999 compared to a sales gain of 7.4 percent. In
               1998, cost of products sold increased 14.0
               percent. As a percentage of sales, cost of goods
               sold was 70.8 percent in 1999, 69.6 percent in
               1998 and 68.3 percent in 1997. The increase in
               1999 reflects increased costs for employees,
               manufacturing supplies and depreciation. The
               increase in 1998 reflected higher material and
               employee costs. Material costs were 19.8 percent
               of sales in 1999, 20.6 percent of sales in 1998,
               and 20.0 percent of sales in 1997. The material
               cost changes over these three years relates to
               product mix changes. The increase in employee
               costs reflect additional personnel supporting the
               technical aspects of the businesses. These costs
               were 29.8 percent of sales in 1999, 29.1 percent
               of sales in 1998, compared to 28.5 percent of
               sales in 1997. The decrease in overall product
               costs in 1997 resulted from improved productivity
               and the reduction of tooling and supply costs in
               technology transitions. As a percent of sales, the
               Company experienced higher rental and repair costs


<PAGE>
               in 1998, as another facility was leased in the
               Aerospace and Electronics segment to meet
               production needs. The remaining expense categories
               increased at a lower rate than the sales growth.
               Actual Gross Profit dollars increased to
               $10,378,000 in 1999, compared to $10,051,000 in
               1998, and $9,362,000 in 1997.

               Selling, general and administrative expenses are
               more permanent in nature, and less related to
               sales volume. These expenses continued to decrease
               as a percentage of sales: 16.3 percent in 1999,
               17.3 percent in 1998, and 18.8 percent in 1997.
               The majority of these costs are for employee
               services. Net Operating Profit has increased in
               total dollars: $4,594,000, or 12.9 percent of
               sales in 1999, $4,336,000, or 13.1 percent of
               sales in 1998, compared to $3,819,000, or 12.9
               percent of sales in 1997.

INTEREST       Interest costs, net, decreased in 1999 to $147,000
               compared to $301,000 in 1998, and $349,000, in
               1997. The continual decrease in total indebtedness
               reflects the strong positive cash flow that has
               allowed steady reduction of indebtedness. As a
               percent of sales, net interest costs were .4
               percent in 1999, .9 percent in 1998, and 1.2
               percent of sales in 1997. Under accounting rules,
               the interest on the 1998 Industrial Revenue Bond
               has been capitalized during the construction
               period. As this project becomes complete (October
               30, 1999), the Company will experience higher
               interest costs, as these costs will be reflected
               in the income statement.

               The Company is currently investing daily excess
               cash in overnight commercial paper. As working
               capital notes become due, the excess cash is being
               used to reduce outstanding loans on the revolving
               line of credit.  In 1998, the Company did not
               invest available overnight funds, but elected to
               use them to offset bank fees; therefore, no
               interest was earned in 1998. The revolving line of
               credit is priced at LIBOR plus 60 basis points, as
               of July 1, 1999. Previously, the pricing was LIBOR
               plus 100 basis points. Gross interest expense was
               $222,000 in 1999, $301,000 in 1998, and $363,000
               in 1997.

INCOME BEFORE
TAXES          As a result of the continuing increases in sales
               at a greater rate than total expenses, income
               before taxes increased to 12.5 percent of sales in
               1999, compared to 12.2 percent of sales in 1998,
               and compared to 11.8 percent of sales in 1997. The
               Company reported income before taxes of $4,447,000
               for the first nine months of 1999, compared to
               $4,035,000 in 1998, which compared to $3,470,000
               in 1997.
<PAGE>
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. The 1999 tax provision is 4.2
               percent of sales, which is at a lower effective
               tax rate than experienced in previous years. This
               reflects the Company's establishment of a foreign
               sales corporation to reflect its growing
               international business. The 1998 provision for
               taxes was 4.3 percent of sales, compared to 4.4
               percent of sales in 1997. The  tax expense also
               reflects the adjustment in 1998 and in 1997 for
               the previous year's tax accrual to actual tax
               expenses on the returns as filed with government
               agencies. The company experienced more favorable
               deductions and state allocation ratios than
               initially anticipated, which resulted in lower
               actual taxes.

NET INCOME     Net income for the first nine months of 1999
               established a new record: $2,962,000, or $.50 per
               diluted share, compared to $2,615,000, or $.44 per
               diluted share in 1998, and compared to $2,166,000,
               or $.37 per diluted share in 1997. The 1998 and
               1997 per share earnings have been restated to
               reflect the 10 percent share distribution made in
               the fall of 1998.

LIQUIDITY      Cash flow from operating activities was $5,607,000
               in 1999, compared to $3,850,000 in 1998, and
               compared to $3,436,000 in 1997. The Company
               experienced a $1,081,000 increase in receivables
               since January 1, 1999 and an increase in inventory
               of $3,806,000. Much of the increase in inventories
               reflects the higher level of F-16 inventory that
               has been accumulated in anticipation of shipments,
               which started late in the Third Quarter. The
               receivable increase appears to be a timing issue,
               as the Company's provision for doubtful accounts
               is favorable for the first nine months of 1999.
               Receivables increased $1,175,000 during the same
               period last year, while inventories increased
               $568,000. Accounts payable increased $4,412,000
               reflecting special terms on payment for Die
               Cutting equipment that are delayed until January
               2000, for $2,400,000, and for delayed payment
               terms on F-16 inventory component purchases of
               approximately $1,000,000. The Company has invested
               $11,567,000 in land, construction in progress on
               new buildings, and new equipment in 1999. This
               compares to $7,243,000 in 1998. The Company
               reduced its indebtedness in 1999 by $351,000,
               compared to $1,083,000 in 1998. The Company
               borrowed an additional $1,800,000 in 1999 to
               temporarily finance the new East Aurora, New York,
               manufacturing facility while the long-term
               financing was being finalized. This financing was


<PAGE>

               completed on October 27, 1999. In 1998 the Company
               borrowed $4,368,000 for similar needs as in 1999,
               with the New Hampshire financing being completed
               on December 30, 1998. In May 1998, the Company
               made the final installment on a five-year term
               loan.

               The Company has a $12,000,000 revolving line of
               credit available for additional working capital
               needs, of which it had utilized $5,600,000 at
               October 2, 1999, compared to $4,969,000 at the end
               of the Third Quarter of 1998, and compared to
               $2,500,000 at the end of the Third 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 and
               2000, after the financing of the land and building
               project in New York is completed.

COMMITMENTS    The Company has outstanding commitments for
               capital investments of approximately $340,000 at
               October 2, 1999 [this excludes the project in the
               next paragraph], compared to $1,200,000 at the end
               of the Third Quarter of 1998, and $4,000,000 at
               September 28, 1997. 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 ongoing 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.

               The Company is currently constructing a 70,000
               square foot manufacturing facility in East Aurora,
               New York.  They have purchased approximately 15
               acres of land and have committed to the
               construction of a new facility for the Aerospace
               and Electronics business unit. The estimated
               costs, excluding land that has been purchased, are
               $6,000,000 for the manufacturing facility and
               $2,500,000 for manufacturing equipment. The
               building construction should be completed in early
               2000, with the equipment being purchased over the
               next 24 months. The Company acquired the land in
               May and started actual construction of the
               facility in June. The Company owns its current
               facility in East Aurora, New York.

YEAR 2000      The Company employs several different computer
               systems for financial, engineering, manufacturing
               and administrative purposes. The Company purchases
               these systems, both hardware and software.


<PAGE>

               Therefore, it does not have programmers writing
               code internally. In the last year, the Company has
               been able to install Year 2000 compliant upgrades
               to its systems. At the end of the Third Quarter,
               the Company believes it is ready for the Year
               2000. The Company will continue to verify and test
               systems.

               The Company has addressed the Year 2000 issue by
               identifying software usage by equipment, or
               application. Then the Company classified each
               usage on a critical, non-critical basis to
               determine priority. Once this was accomplished, an
               individual was assigned responsibility to resolve
               each issue. A testing procedure was developed to
               allow the Company to verify that the solutions met
               the Year 2000 issues. The Company also obtained
               letters or reports from major and critical
               suppliers as to their ability to meet the Year
               2000 issues. At this time, the Company is not
               aware of any vendors reporting Year 2000 issues
               that would affect the continuous operations of the
               business. However, we can offer no assurances that
               our vendors will in fact be Year 2000 compliant.
               The total invested for software upgrades was
               approximately $200,000. The Company continues to
               monitor this area.
































<PAGE>

                   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.
          _____________________________________________________

          None


Item 5.   Other Information.
          _________________

          None


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

          Exhibit 11.  Computation of Per Share Earnings.





















<PAGE>

                           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:     November 10, 1999


                                    ASTRONICS CORPORATION
                              _________________________________

                                   /s/ John M. Yessa
                              _________________________________
                                         (Signature)

                                       John M. Yessa
                           Vice President-Finance and Treasurer



































<PAGE>

                           EXHIBIT 11

                COMPUTATION OF PER SHARE EARNINGS



                      (in thousands, except for per share data)
                              Quarter Ended October 2

                             1999                  1998
                             ____                  ____

Net income                 $  2,962               $  2,615
                           ========               ========

Basic earnings per share
  weighted average shares     5,584                  5,534

Net effect of dilutive
  stock options                 388                    395
                           ________               ________

Diluted earnings per share
  weighted average shares     5,972                  5,929
                           ========               ========

Basic earnings per share   $    .53               $    .47
                           ========               ========

Diluted earnings per share $    .50               $    .44
                           ========               ========




























<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000

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<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               OCT-02-1999
<CASH>                                             554
<SECURITIES>                                         0
<RECEIVABLES>                                    6,565
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                                0
                                          0
<COMMON>                                            60
<OTHER-SE>                                      25,996
<TOTAL-LIABILITY-AND-EQUITY>                    52,447
<SALES>                                         35,475
<TOTAL-REVENUES>                                35,475
<CGS>                                           25,097
<TOTAL-COSTS>                                   31,028
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 147
<INCOME-PRETAX>                                  4,447
<INCOME-TAX>                                     1,485
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,962
<EPS-BASIC>                                        .53
<EPS-DILUTED>                                      .50


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