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

                        SCHEDULE 13G

          Under the Securities Exchange Act of 1934
                     (Amendment No. 1 )*

                  Acrodyne Communications, Inc.
                       ____________________
                         (Name of Issuer)

                  Common Stock, $.01 Par Value
                   __________________________
                 (Title of Class of Securities)

                            00500E10
                         ______________
                         (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 the cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Secur-
ities 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).


                  (Continued on following page(s))


                       Page 1 of 11 Pages





CUSIP No.	00500E10	13G			Page 2 of 11


(1)	NAME OF REPORTING PERSON
	S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	William D. Witter, Inc.
	F13-2879276
_____________________________________________________________________

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

(3)	SEC USE ONLY
_____________________________________________________________________

(4)	CITIZENSHIP OR PLACE OF ORGANIZATION

	One Citicorp Center
	153 East 53rd Street
	New York, New York 10022-4611

NUMBER OF	(5)	SOLE VOTING POWER		97,388
SHARES		------------------------------------------------
BENEFICIALLY	(6)	SHARED VOTING POWER	         9,000
OWNED BY	      ------------------------------------------
EACH   		(7)	SOLE DISPOSITIVE POWER	       150,888
REPORTING	------------------------------------------------
PERSON WITH	(8)	SHARED DISPOSITIVE POWER         None
_____________________________________________________________________

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	150,888
_____________________________________________________________________

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

(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	3.4%
_____________________________________________________________________

(12)	TYPE OF REPORTING PERSON

	I.A.







CUSIP No.	00500E10	13G			Page 3 of 11


(1)	NAME OF REPORTING PERSON
	S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	William D. Witter
	###-##-####
_____________________________________________________________________

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

(3)	SEC USE ONLY
_____________________________________________________________________

(4)	CITIZENSHIP OR PLACE OF ORGANIZATION

	One Citicorp Center
	153 East 53rd Street
	New York, New York 10022-4611
_____________________________________________________________________

NUMBER OF	(5)	SOLE VOTING POWER		97,388
SHARES		-----------------------------------------------------
BENEFICIALLY	(6)	SHARED VOTING POWER		 9,000
OWNED BY	----------------------------------------------------- 
EACH		(7)	SOLE DISPOSITIVE POWER	       150,888
REPORTING	-----------------------------------------------------
PERSON WITH	(8)	SHARED DISPOSITIVE POWER	 None

_____________________________________________________________________

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	150,888
_____________________________________________________________________

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

(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	3.4%
_____________________________________________________________________

(12)	TYPE OF REPORTING PERSON

	IN






CUSIP No.	00500E10	13G			Page 4 of 11


(1)	NAME OF REPORTING PERSON
	S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Penfield Partners, L.P. ("The Fund")
	F13-3494422
_____________________________________________________________________

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

(3)	SEC USE ONLY
_____________________________________________________________________

(4)	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
_____________________________________________________________________	
	
NUMBER OF	(5)	SOLE VOTING POWER		None
SHARES		-----------------------------------------------------
BENEFICIALLY	(6)	SHARED VOTING POWER		None
OWNED BY	-----------------------------------------------------
EACH		(7)	SOLE DISPOSITIVE POWER		None
REPORTING	-----------------------------------------------------
PERSON WITH	(8)	SHARED DISPOSITIVE POWER	None
_____________________________________________________________________

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	None
_____________________________________________________________________

(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
	SHARES
_____________________________________________________________________

(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0%
_____________________________________________________________________

(12)	TYPE OF REPORTING PERSON

	IV





CUSIP No.	00500E10	  13G			Page 5 of 11


(1)	NAME OF REPORTING PERSON
	S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Pine Creek Advisers, L.P. ("Pine Creek")
	F13-3749534
_____________________________________________________________________

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

(3)	SEC USE ONLY
_____________________________________________________________________

(4)	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
	
	
NUMBER OF	(5)	SOLE VOTING POWER		None
SHARES		-----------------------------------------------------
BENEFICIALLY	(6)	SHARED VOTING POWER	 	None
OWNED BY	-----------------------------------------------------
EACH		(7)	SOLE DISPOSITIVE POWER		None
REPORTING	-----------------------------------------------------
PERSON WITH	(8)	SHARED DISPOSITIVE POWER	None
_____________________________________________________________________

(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	None
_____________________________________________________________________

(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 
        SHARES
_____________________________________________________________________

(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0%
_____________________________________________________________________

(12)	TYPE OF REPORTING PERSON

	I.A.




							Page 6 of 11

Item 1.

[a]	Name of Issuer: Acrodyne Communications, Inc.

[b]	Address of Issuer's Principal Executive	Offices:

	516 Township Line Road
	Blue Bell, Pennsylvania 19422

Item 2.

[a]	Name of Person Filing; Address of Principal Business Office;
	and Place of Organization:

This statement is filed on behalf of (i) William D. Witter, Inc.
("Witter, Inc."), (ii) William D. Witter, (iii) Penfield Partners,
L.P., a Delaware limited partnership (the "Fund"), and (iv) Pine
Creek Advisers Limited Partnership, a Delaware Limited Partnership
("Pine Creek"). Each of the foregoing is hereinafter individually
referred to as a "Reporting Person" and collectively as the
"Reporting Persons."  The principal office and business address of
the Reporting Persons is 153 East 53rd Street, 51st Floor, New York,
New York 10022.  The business of the Fund is to acquire, purchase,
invest in, sell, convey, transfer, exchange and otherwise trade in
principally equity and equity related securities.  Pine Creek is a
general partner of and investment adviser to the Fund.  Pine Creek is
registered as an investment adviser under the Investment Advisers Act
of 1940, as amended.  The principal business of Pine Creek is to act
as a general partner of and investment adviser to the Fund.
			 
Witter, Inc. is the sole General Partner of Pine Creek.  Witter, Inc.
is a New York corporation registered as an investment adviser under
the Advisers Act of 1940 and also serves as the investment adviser to
institutional and individual clients. William D. Witter is the
President and 98.6% shareholder of Witter, Inc.  Mr. Witter is also
an Individual General Partner of the Fund and is principally respon-
sible for the selection, acquisition and disposition of the portfolio
securities by Witter, Inc. on behalf of Pine Creek and the Fund.
	



						Page 7 of 11

[b]	Title of Class of Securities:	Common Stock

[c]	CUSIP Number:	00500E10

Item 3.	This Schedule is being filed pursuant to Rule 13d-1(b):

[a]	(  )	Broker or Dealer registered under Section 15 of the
		Act

[b]	(  )	Bank as defined in Section 3(a)(6) of the Act

[c]	(  )	Insurance Company as defined in Section 3(a)(19) of
		the Act

[d]	(XX)	Investment Company registered under Section 8 of the
		Investment Company Act

[e]	(XX)	Investment Adviser registered under Section 203 of
		the Investment Advisers Act of 1940

[f]	(  )    Employee Benefit Plan, Pension Fund which is subject
		to the provisions of the Employee Retirement Income
		Security Act of 1974 or Endowment Fund; see
		$240 13d-1(b)(1)(ii)(F)

[g]	(  )	Parent Holding Company, in accordance with
		$ 240 13d-1(b)(ii)(G)

[h]	(   )	Group, in accordance with $ 240 13d-1(b)(1)(ii)(H)

See Exhibit A attached hereto.

Item 4.	Ownership:

[a]	Amount Beneficially Owned:

150,888 shares of Common Stock are beneficially owned by Witter, Inc.
and William D. Witter.  This amount is composed of 0 shares owned by
the Fund and 150,888 shares owned by William D. Witter, Inc.




							Page 8 of 11

[ b]	Percent of Class:

3.4% of the Common Stock is beneficially owned by Witter, Inc. and
William D. Witter.  0% of the Common Stock is owned by the Fund and
Pine Creek.

[c]	Number of Shares as to Which such Person has Rights to vote
        and/or Dispose of Securities:

William D. Witter, Inc. has the sole power to vote or direct the vote
of 97,388 shares and shared power to vote or direct the vote of 9,000
shares.  William D. Witter has the sole power to vote or to direct the
vote of 97,388 shares and shared power to vote or direct the vote of
9,000 shares by virtue of being the President and primary owner of
Witter, Inc.  William D. Witter has shared power to vote or to direct
the vote of 0 shares by virtue of being an Individual General
Partner of the Fund.  The Fund has the sole power to vote or to di-
rect the vote and to dispose or to direct the disposition of all
securities reported hereby which are beneficially owned by the Fund
(0).  Witter, Inc., William D. Witter and Pine Creek have the
sole power to dispose or to direct the disposition of all securities
reported hereby which are beneficially owned respectively by Witter,
Inc., William D. Witter and Pine Creek. 

Item 5.	Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following (X).

Item 6.	Ownership of More than Five Percent on Behalf of Another
        Person:

The 150,888 shares owned directly by Witter, Inc. are held on behalf
of various clients of the firm.  These clients have the right to
receive or power to direct the receipt of dividends from, or the
proceeds, from the sale of, such securities.

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

See Exhibit A attached hereto.
			

			

							Page 9 of 11


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

Item 9.	Notice of Dissolution of Group: N/A

Item 10.Certification:

Each of the undersigned certifies that, to the best of his knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were 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.







							Page 10 of 11





			SIGNATURE



After reasonable inquiry and to the best of his knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.


Dated:	December 30, 1997			
	________________

					WILLIAM D. WITTER, INC.

					By:/s/ William D. Witter   					
					     William D. Witter
					      President

					PENFIELD PARTNERS, L.P.

					By:/s/ William D. Witter					
					     William D. Witter
					   Individual General Partner

					PINE CREEK ADVISERS
					LIMITED PARTNERSHIP

					By:/s/ William D. Witter					
					     William D. Witter
					      General Partner



		

							Page 11 of 11





EXHIBIT A

This Exhibit explains the relationship between the Reporting Persons.
William D. Witter, Inc. is a New York corporation registered as an
investment adviser under the Advisers Act, and the Sole General
Partner of Pine Creek Advisers Limited Partnership.  Witter, Inc.
serves as an investment adviser for individuals and institutions.
William D. Witter is the President of William D. Witter, Inc. and
serves as an Individual General Partner to the Fund.  Pine Creek is
registered as an investment adviser under the Advisers  Act of 1940.
Witter, Inc. is the Sole General Partner and Jeffrey E. Schuss is the
Sole Limited Partner of Pine Creek.