UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: June 30, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ______________________________
Read Instruction (on back page) Before Preparing Form. Please Print
or Type.
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
Astrosystems, Inc.
_____________________________________________________________________
Full Name of Registrant
_____________________________________________________________________
Former Name if Applicable
1220 Market Street, Suite 603
_____________________________________________________________________
Address of Principal Executive Office (Street and Number)
Wilmington, Delaware 19801
_____________________________________________________________________
City, State and Zip Code
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)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
[X] (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; and
[ ] (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 Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
On June 17, 1997, the Registrant engaged new independent
public accountants with respect to the fiscal years ended June 30,
1996 and June 30, 1997 after the resignation of its former
independent accountants. Further, on June 30, 1997, the Registrant
declared an initial liquidating distribution to its stockholders
pursuant to a Plan of Complete Liquidation and Dissolution adopted
by its stockholders on February 2, 1996, which distribution was paid
on September 8, 1997. In addition, the Registrant is working to
comply with newly enacted rules governing accounting for option grants
in the context of the liquidation basis accounting required due to the
adoption of the Plan of Complete Liquidation and Dissolution. Due to
the foregoing circumstances, the Registrant is unable to complete and
file the Form 10-K on or before September 29, 1997.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Gilbert H. Steinberg 302 652-3115
____________________ ___________ __________________
(Name) (Area Code) (Telephone Number)
(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 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? [ ] Yes [ X ] 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 rider attached
________________________________________________________________
Astrosystems, Inc.
___________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date September 29, 1997 By /s/ Seymour Barth
__________________________ ________________________
Seymour Barth,
President
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name
and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on behalf of the
registrant by an authorized representative (other than an executive
officer), evidence of the representative's authority to sign on
behalf of the registrant shall be filed with the form.
<PAGE>
RIDER TO FORM 12b-25
___________________________________
The current period is presented under liquidation basis accounting.
Therefore, Results of Operations are not included for the last
fiscal year.
