UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported) : November 12, 1999

                              RADYNE COMSTREAM INC.
             (Exact name of registrant as specified in its charter)


          New York                     0-11685-NY                11-2569467
State or other jurisdiction         (Commission File           (IRS Employer
     of incorporation)                  Number)              Identification No.)


3138 East Elwood Street            Phoenix, Arizona                 85034
(Address of principal executive offices)                          (Zip Code)


Registrant's telephone number, including area code (602) 437-9620




Item 5. Other Events.

     Radyne  ComStream  Inc.  has  filed  a  registration   statement  with  the
Securities and Exchange  Commission  for a proposed  offering of up to 1,500,000
units,  each unit  consisting  of one share of common  stock and one  warrant to
purchase one share of common stock. It is anticipated that all of the units will
be offered by Radyne ComStream in the first quarter of the year 2000.

     The  offering is being  managed by HD Brous & Co.,  Inc.  The Company  will
grant the  underwriters  an option to  purchase up to an  additional  15% of the
units being offered at the public offering price, less an underwriting discount,
solely to cover over-allotments.

     A registration  statement  relating to these securities has been filed with
the Securities and Exchange  Commission but has not yet become effective.  These
securities  may not be sold nor may offers to buy be accepted  prior to the time
the registration statement becomes effective. This shall not constitute an offer
to sell or a  solicitation  of an  offer to buy nor  shall  there be any sale of
these securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state.

     A copy of the  Prospectus  relating to the offering may be obtained from HD
Brous & Co., Inc., 2700 N. Central Avenue,  Suite 1250, Phoenix,  Arizona 95004,
when available. The registration statement can also be viewed on the Internet at
http://www.sec.gov.


                                    SIGNATURE

     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 hereunto duly authorized.

Dated: November 12, 1999

                                        RADYNE COMSTREAM INC.
                                             (Registrant)


                                        By:  /s/ Robert C. Fitting
                                             ----------------------------------
                                             Name:  Robert C. Fitting
                                             Title: Chief Executive Officer