8-K

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                                  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) December 12, 2005

                               RADYNE CORPORATION
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             (Exact name of registrant as specified in its charter)

            Delaware                    0-11685                11-2569467
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  (State or other jurisdiction        (Commission           (I.R.S. Employer
       of incorporation)              File Number)         Identification No.)

          3138 E. Elwood Street, Phoenix AZ                       85034
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       (Address of principal executive offices)                (Zip Code)

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


         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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ITEM 1.01    ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

             On December 12, 2005, Radyne Corp issued a press release announcing
that it has accelerated the vesting of unvested stock options awarded to
employees and officers prior to December 8, 2005.

ITEM 7.01    REGULATION FD DISCLOSURE

             On December 12, 2005, Radyne Corp issued a press release. A copy of
the press release is being furnished to the Securities and Exchange Commission
and is attached as Exhibit 99.1 to this Form 8-K.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

      (d)    Exhibits

      99.1   Press release dated December 12, 2005



                                   SIGNATURES

     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, thereunto duly authorized.

                                             RADYNE CORPORATION


                                             By:  /s/ Malcolm C. Persen
                                                  ------------------------------
                                                  Malcolm C. Persen
                                                  Vice President and CFO


Date December 12, 2005



                                  EXHIBIT INDEX

EXHIBIT
NUMBER       DESCRIPTION
- -------      -------------------------------------------
99.1         Press release dated as of December 12, 2005

EX-99.1

                                                                    Exhibit 99.1

           RADYNE CORP ANNOUNCES ACCELERATION OF STOCK OPTION VESTING

    PHOENIX, Dec. 12 /PRNewswire-FirstCall/ -- Radyne Corporation (Nasdaq: RADN)
announced today that its Board of Directors accelerated the vesting of all
unvested stock options awarded to employees prior to December 8, 2005. The Board
took the action with the belief that it is in the best interest of the
shareholders as it will reduce the Company's reported stock compensation expense
in future periods.

    As a result of the vesting acceleration, options to purchase approximately
1.4 million shares became exercisable immediately. Under recently issued
Financial Accounting Standard Board Statement No. 123(R), "Share-Based
Payments," which the Company will adopt effective January 1, 2006, the Company
would have been required to recognize approximately $3.5 million in additional
stock compensation expense over the remaining vesting term of the unvested
options in its income statement. By vesting these options now, the Company will
reduce future stock compensation expense.

    At the same meeting, the Board of Directors revised its Director fee
schedule to increase the annual fee paid to Directors who are members of
Committees other than the Audit Committee from $1,500 to $2,500 and it increased
the fee for the Chairman of the Audit Committee from $5,000 to $6,000. All other
fees paid to Directors will remain at the levels previously disclosed in the
Company's most recent Proxy Statement filed with the Securities and Exchange
Commission on April 29, 2005.

    About Radyne Corporation

    Radyne Corporation designs, manufactures, sells, integrates and installs
products, systems and software used for the transmission and reception of data
and video over satellite, microwave and cable communication networks. The
Company, through its Tiernan subsidiary, is a supplier of HDTV and SDTV encoding
and transmission equipment. The Xicom Technology subsidiary is a producer of
high power amplifiers for communications applications. Radyne is headquartered
in Phoenix, Arizona, has manufacturing facilities in Phoenix, Arizona and San
Diego, and Santa Clara, California and sales offices in Singapore, Beijing,
Jakarta and the United Kingdom. The Company also has sales and/or service
centers in Sao Paulo, Bangalore, Shanghai and Moscow. For more information,
visit our web site at www.radn.com. Additional information on Xicom is available
at www.xicomtech.com.

    Safe Harbor Paragraph for Forward-Looking Statements

    This press release includes statements that constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Reform Act") and Radyne Corporation claims the protection of the
safe-harbor for forward-looking statements contained in the Reform Act.
Forward-looking statements involve risks, uncertainties and other factors that
may cause actual results, performance or achievements of Radyne Corporation and
its subsidiaries to be materially different from those expressed or implied by
such forward-looking statements. These forward-looking statements are often
characterized by the terms "may," "believes," "projects," "expects," "intends"
or "anticipates," and do not reflect historical facts. Specific forward-looking
statements contained in this press release include expectations for future
revenues, orders and backlog, cash flow and earnings per share and indications
that the Company will benefit from strong market demand for its new products. We
cannot guarantee that the Company will continue to generate cash and asset and
sales fluctuations may be seasonal in nature and not an indication of future
results. There can be no assurance that the indicators that the Company relies
on to gauge future business prospects, such as backlog and bookings, will
accurately forecast future results.



    Factors that may affect forward-looking statements and the Company's
business generally include but are not limited to the following: changes in
demand for the Company's products, product mix, the timing of customer orders
and deliveries, the impact of competitive products and pricing, constraints on
supplies of critical raw materials, excess or shortage of production capacity,
and other risks discussed from time to time in the Company's SEC filings and
reports. In addition, such statements could be affected by general industry and
market conditions and growth rates, and general domestic and international
economic conditions.

    Forward-looking statements speak only as of the date the statement was made.
Radyne Corporation does not undertake and specifically declines any obligation
to update any forward-looking statements. In addition, the Company does not
endorse any projections regarding future performance that may be made by third
parties.

    Contact: Malcolm Persen, Chief Financial Officer, 602.437.9620

SOURCE  Radyne Corporation
    -0-                             12/12/2005
    /CONTACT:  Malcolm Persen, Chief Financial Officer of Radyne Corporation,
+1-602-437-9620/
    /Web site:  http://www.radn.com /
                http://www.xicomtech.com /
    (RADN)