ASTROSYSTEMS INC
SC 13G, 1998-02-17
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)

             INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (Amendment No. 7)1

                               Astrosystems, Inc.
- --------------------------------------------------------------------------------

                                (Name of Issuer)

                          Common Stock, $.10 par value
- --------------------------------------------------------------------------------

                         (Title of Class of Securities)

                                   046465 10 0
- -------------------------------------------------------------------------------

                                 (CUSIP Number)





- --------

     1The  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 the disclosures provided in a prior cover page.

     The  information  required in 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 to all other provisions of the Act (however, see the Notes).



CUSIP NO.046465 10 0                                     Page  2  of  6   Pages
- --------------------------------------------------------------------------------


1                                     NAME OF REPORTING PERSON
                                      S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE
                                      PERSON (ENTITIES ONLY)

                                      Seymour Barth

2                                     CHECK THE APPROPRIATE BOX IF A MEMBER OF A
                                      GROUP*
                                                                  (a)  o
                                                                  (b)  o
3                                     SEC USE ONLY

4                                     CITIZENSHIP OR PLACE OF ORGANIZATION

                                      United States
                       5              SOLE VOTING POWER

                                      1,133,433
 
      NUMBER OF
       SHARES
    BENEFICIALLY
      OWNED BY
        EACH
      REPORTING
       PERSON
        WITH
                       6               SHARED VOTING POWER

                                       354,061
                       7               SOLE DISPOSITIVE POWER

                                       1,168,120
                       8               SHARED DISPOSITIVE POWER

                                       250,000

9                      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
                       REPORTING PERSON

                       1,487,494
10                     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
                       CERTAIN SHARES*

                       [X]
11                     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                       25.5%




- ---------------------
12                     TYPE OF REPORTING PERSON*

                       IN
- ---------------------  --------------

                      *SEE INSTRUCTION BEFORE FILLING OUT!


Item 1(a)    Name of Issuer:
 
         Astrosystems, Inc.
 
Item 1(b)    Address of Issuer's Principal Executive Offices:
 
         1220 Market Street, Suite 603
         Wilmington, DE 19801
 
Item 2(a)    Name of Person Filing:
 
         Seymour Barth
 
Item 2(b)    Address of Principal Business Office or, if none, Residence:
 
         1220 Market Street, Suite 603
         Wilmington, DE 19801

Item 2(c)    Citizenship:
 
         United States of America
 
Item 2(d)    Title of Class of Securities:
 
         Common Shares, par value $.10 per share
 
Item 2(e)    CUSIP Number:
 
         046465 10 0
 
Item 3       This statement is not filed pursuant to Rule 13d-1(b) or 13d-2(b).
 
Item 4(a)    Amount Beneficially Owned as of December 31, 1997:
 
     1,487,494.  Includes 104,061 shares contributed to the Issuer's 401(k) Plan
     over which Mr. Barth,  Gilbert H.  Steinberg and Elliot Bergman have voting
     power as trustees  (including 34,687 shares allocated to the account of Mr.
     Barth).  Includes  250,000  shares  held in trust  for the  benefit  of Mr.
     Barth's family, as to which trust Mr. Barth serves as co-trustee.  Excludes
     110,000 shares held in trust for the benefit of Mr. Barth's children, as to
     which shares Mr. Barth disclaims beneficial ownership.
 
Item 4(b)    Percent of Class:
 
         25.5%
 
Item 4(c)    Number of shares as to which such person has:


 
         (i) sole power to vote or to direct the vote: 1,133,433
 
         (ii) shared power to vote or to direct the vote: 354,061
 
         (iii) sole power to dispose or to direct the disposition of:  1,168,120

         (iv) shared power to dispose or to direct the disposition of:  250,000
 
Item 5    Ownership of Five Percent or Less of a Class.
 
         Inapplicable.
 
Item 6    Ownership of More than Five Percent on Behalf of Another Person.
 
         Reference is made to Item 4(a) hereof.
 
Item 7    Identification  and  Classification  of the Subsidiary Which Acquired 
          the Security Being Reported on By the Parent Holding Company.
 
          Inapplicable.
 
Item 8    Identification and Classification of Members of the Group.
 
          Inapplicable.
 
Item 9    Notice of Dissolution of Group.
 
          Inapplicable.
 
Item 10   Certification.
 
          Inapplicable.


                                    SIGNATURE
 
     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.

                                                    February 17, 1998           
                                                    Date
 

                                                    /s/ Seymour Barth           
                                                    Signature
 

                                                    Seymour Barth               
                                                    Name




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