SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549
FORM 10-Q/A

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the three month period ended June 30, 2001.

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-11685-NY

RADYNE COMSTREAM INC.

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

11-2569467
(IRS EMPLOYER IDENTIFICATION NO.)

3138 East Elwood Street, Phoenix, AZ 85034
(Address of principal executive offices)

602-437-9620
(Registrant’s Telephone number)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such period that the registrant was required to file such reports), and (2) has been subject to such filing requirements, for the past 90 days.

YES      X         NO

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

YES      X         NO

The registrant had 14,979,338 shares of its common stock, par value $.001, outstanding as of August 5, 2001.

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TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
	CONDENSED CONSOLIDATED BALANCE SHEETS
SIGNATURES

Item 1

         Item being amended:

         The original filing had a typographical error in the Condensed Consolidated Balance Sheets. Under the June 30, 2001 column in the line titled ‘Additional paid-in capital’ the amount should be $49,645,177. All other amounts, including the totals, were correctly reported.

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PART I – FINANCIAL INFORMATION
RADYNE COMSTREAM INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(As amended)

		June 30, 2001			December 31, 2000
		Unaudited			Audited
Assets
Current assets:
Cash & cash equivalents		$	10,214,590		$	16,244,591
Accounts receivable — trade, net of allowance for doubtful accounts			11,382,282			11,019,149
Inventories, net			18,348,222			11,330,565
Prepaid expenses			687,154			670,726
Deferred tax asset			3,222,058			3,854,418
	Total current assets		43,854,306			43,119,449
Property and equipment, net			4,099,747			3,288,867
Other assets:
Purchased technology, net of accumulated amortization of $1,105,000 and $905,000, respectively			1,395,000			1,595,000
Goodwill, net of accumulated amortization of $645,388 and $442,748, respectively			4,182,897			3,299,536
Non-compete covenants, net of accumulated amortization of $145,831 and $20,833, respectively			354,169			479,167
Deposits and other			59,418			61,526
	Total other assets		5,991,484			5,435,229
		$	53,945,537		$	51,843,545
Liabilities and Stockholders’ Equity
Current liabilities:
Current installments of obligations under capital leases			77,861			78,056
Accounts payable, trade			3,238,036			2,225,363
Accrued expenses			4,792,698			5,485,061
Customer advances			1,026,603			1,192,235
Taxes Payable			278,900			280,000
	Total Current Liabilities		9,414,098			9,260,715
Deferred rent			153,652			178,190
Obligations under capital leases, excluding current installments			77,523			85,712
Accrued stock option compensation			501,809			505,413
	Total Liabilities		10,147,082			10,030,030
Stockholders’ equity:
Preferred Stock, $.001 par value, 10,000,000 shares authorized; shares issued and outstanding, 0 at June 30, 2001 and December 31, 2000			—			—
Common Stock, $.001 par value, 50,000,000 shares authorized; shares issued and outstanding 14,917,086 at June 30, 2001 and 14,822,820 at December 31, 2000			14,918			14,823
Additional Paid-In Capital			49,645,177			49,249,999
Deferred compensation			(383,652	)		(844,032	)
Accumulated deficit			(5,459,068	)		(6,607,275	)
Foreign currency translation adjustment			(18,920	)		—
	Total stockholders’ equity		43,798,455			41,813,515
		$	53,945,537		$	51,843,545

The accompanying notes are an integral part of these condensed consolidated financial statements.

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         SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:      October 4, 2001	RADYNE COMSTREAM INC.
	By:	/s/ Robert C. Fitting
		Robert C. Fitting
		Chief Executive Officer
	By:	/s/ Garry D. Kline
		Garry D. Kline
		Vice President, Finance
		(Chief Financial Officer and
		Accounting Officer)

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