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

                            
                                  FORM 12B-25

                          NOTIFICATION OF LATE FILING

(Check One):  [X] Form 10-K and Form 10-KSB    [ ] Form 20-F 
              [ ] Form 10-Q and Form 10-QSB    [ ] Form N-SAR

For Period Ended:  December 31, 1996
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[  ]          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: ____________________________________


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Read attached instruction sheet 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.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which notification relates:

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PART I -- REGISTRANT INFORMATION
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Full name of registrant:       
Radyne Corp. (the "Company")
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Former name if applicable:  

5225 South 37th Street	
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Address of principal executive office (Street and number):                     

Phoenix, AZ 85040
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City, State and Zip Code:                  


PART II -- RULE 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), 
[paragraph 23,047] the following should be completed. (Check appropriate box.)

[ ]      (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, 20-F, 11-K or Form N-SAR, or portion thereof will be
         filed on or before the 15th 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 has been attached if applicable.


PART III -- NARRATIVE

State below in reasonable detail the reasons why Form 10-K and Form 10-KSB, 
20-F, 10-Q and 10-QSB, N-SAR or the transition report portion thereof could 
not be filed within the prescribed time period. (Attach extra sheets
if needed.)

The Company has recently changed its fiscal year to a calendar year-end and is 
in the process of conforming its financial statements for the prior years with 
the current filing period. In addition, the Company was recently made aware
that it had been retroactively denied "Small Business" status (rather than
prospectively) by the Commission, and is in the process of conforming its 
disclosures and filings with such recently acquired status.


PART IV -- OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification


         Garry D. Kline                         (602) 437-9620
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              (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 the 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.




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                              RADYNE CORP.
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               (Name of registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date:  April 4, 1997                 By: /s/  Garry D. Kline
      -------------------------          ---------------------------
                                     	 Name:  
                                     	 Title: 

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.

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                                   ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal 
Violations (see 18 U.S.C. 1001).

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                             GENERAL INSTRUCTIONS

1. This form is required  by rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.

2. One signed and original and four conformed copies of this form and 
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of 
the General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the Commission
files.

3. Manually signed copy of the form and amendments thereto shall be filed with 
each national securities exchange on which any class of securities of the 
registrant is registered.

4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amendment notification.