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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Name of Issuer: Acrodyne Communications
Title of Class of Securities: Common Stock
CUSIP Number: 00500E-10-4
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Catherine L. McDonald, Bentley Capital Management, 520 Madison Avenue,
New York, NY 10022; (212) 376-5708
(Date of Event which Requires Filing of this Statement)
July 11, 1996
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 00500E-10-4
1. Name of Reporting Person
S.S. OR I.R.S. Identification No. of Above Person
Bentley Capital Management, Inc.
13-3641705
2. Check the Appropriate Box if a Member of a Group
N/A
(a)
(b)
3. SEC Use Only
4. Source of Funds*
AF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) N/A
6. Citizen or Place of Organization
A New York State Corporation
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
0
8. Shared Voting Power:
0
9. Sole Dispositive Power:
0
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* N/A
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13. Percent of Class Represented by Amount in Row (11)
0.00%
14. Type of Reporting Person*
IA
Item 1. Security and Issuer
Acrodyne Communications
516 Township Line Road
Bluebell, PA 19422
Item 2. Identity and Background
This statement filed on behalf of the following Investment
Adviser:
Bentley Capital Management, Inc.
The investment adviser named above has never been convicted of
any criminal proceeding.
The investment adviser named above has not, in the past five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a
judgment, a decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to federal or
state securities laws or finding any violations with respect to
such laws.
The investment adviser is incorporated in New York State.
Item 3. Source and Amount of Funds or other Consideration
As of the date hereof, Bentley Capital Management, Inc. has
acquired 145,000 shares of Acrodyne Communications for client
accounts.
Item 4. Purpose of Transaction
All of the shares described in Item 3. were acquired for
investment purposes. The investment adviser reserves the right to
purchase additional shares of the common stock of Acrodyne
Communications or to dispose of such shares in the open market or
in privately negotiated transactions or in any other such lawful
manner in the future.
Item 5. Interest in the Securities of the Issuer
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The investment adviser named above acquired 145,000 shares of
Acrodyne Communications, representing approximately 5.41% of the
common stock outstanding (145,000/2,680,000 = 5.41%) utilizing
the over-the-counter market. The following details the
acquisition date, number of shares and price paid for the shares
acquired for our initial filing. 145,000 shares were purchased,
and no shares were disposed.
Bentley Capital Management, Inc. (for client accounts) -
Purchased:
7/05/96 7,500 shares @ 6.750
7/11/96 137,500 shares @ 6.426
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The investment adviser named above has no contract, understanding
or relationship with any person with respect to the securities
issued by Acrodyne Communications.
Item 7. Material to be Filed as Exhibits.
N/A
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.
July 16, 1996 /s/ Robert M. Sussman
_____________ _________________________________
Date Signature
Robert M. Sussman
President
Bentley Capital Management, Inc.
July 16, 1996 /s/ Catherine McDonald
______________ _________________________________
Date Signature
Bentley Capital Management
By: Catherine McDonald
Managing Director
00679001.AH9
