UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20594


SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No 11 )*



Astro Communications, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

046376-10-7
(CUSIP Number)



Check the following box if a fee is being paid with this statement
[   ].  (A fee is not required only if the filing 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).

*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 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 be subject to all
other provisions of the Act (however, see the Notes).



1NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris William Investors (William Harris Investors, Inc.)

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [    ]
(b) [    ]

3SEC USE ONLY


4CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5SOLE VOTING POWER
None

6SHARED VOTING POWER
1,958,566

7SOLE DISPOSITIVE POWER
1,958,566

8SHARED DISPOSITIVE POWER
None

9AGGREGATE AMOUNT BENEFICIALLY OWNED BY	EACH REPORTING PERSON
1,958,566

10CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*[     ]

11PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
50.25%

12TYPE OF REPORTING PERSON*
IA



*SEE INSTRUCTION BEFORE FILLING OUT!



SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No 11

Item 1(a)Name of Issuer:
Astro Communications, Inc.

Item 1(b)Address of Issuer's Principal Executive Offices:
2 North LaSalle Street, Suite 400
Chicago, IL 60602

Item 2(a)Name of Person Filing:
William Harris Investors, Inc. (WHI)

Item 2(b)Address of Principal Business Office:
2 North LaSalle Street, Suite 400
Chicago, IL  60602

Item 2(c)Citizenship:
The filing entity is a Delaware corporation

Item 2(d)Title of Class of Securities:
Common Stock, par value $0.01 per share

Item 2(e)CUSIP Number:
046376-10-7

Item 3Type of Person:
(e)[X]Investment Adviser registered under Section
203 of the Investment Adviser Act of 1940

Item 4Ownership at December 31, 1999:

(a)Amount beneficially owned:
1,958,566 shares

(b)Percent of class:
50.25%

(c)Number of shares as to which the filing person has:
(i)Sole power to vote or to direct the vote:
None
(ii)Shared power to vote or to direct the vote:
1,958,566
(iii)Sole power to dispose or to direct the disposition of:
1,958,566
(iv)Shared power to dispose or to direct the disposition of:
None



Item 5Ownership of Five Percent or Less of a Class:
N/A

Item 6Ownership of More than Five Percent on Behalf
of Another Person:
The securities reported herein have been acquired on behalf of
discretionary clients of WHI.  Persons other than WHI are entitled
to receive all dividends from, and proceeds from the sale of, those
securities.

Item 7Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company:
N/A

Item 8Identification and Classification of Members of the Group:
N/A

Item 9Notice of Dissolution of Group:
N/A

Item 10	Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having
such purpose or effect.



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.



Date: February 14, 2000

Signature:/s/ Gary Neumayer

Name/Title:Gary Neumayer, Treasurer and Compliance Officer