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

                               FORM 12b-25

                     NOTIFICATION OF LATE FILING

(Check One):   [ ] Form 10-K     [ ] Form 20-F   [ ] Form 11-K
               [X] Form 10-Q     [ ] Form N-SAR

     For Period Ended:       September 30, 1996                         
     
     [   ]     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: ______________________________ 

Read Instruction (on back page) 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.

If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:

_____________________________________________________________________ 

PART I - REGISTRANT INFORMATION

   Astrosystems, Inc. 
_____________________________________________________________________ 
Full Name of Registrant

                                                                       
_____________________________________________________________________ 
Former Name if Applicable


  1220 Market Street, Suite 603                             
_____________________________________________________________________ 
Address of Principal Executive Office (Street and Number)


  Wilmington, Delaware 19801                                       
_____________________________________________________________________ 
City, State and Zip Code


PART II - RULES 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), the following should be completed.  (Check box if appropriate)

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


PART III - NARRATIVE


State below in reasonable detail the reasons why Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period.

          On February 2, 1996, the Registrant's stockholders approved
a Plan of Complete Liquidation and Dissolution.  On February 6 and
February 7, 1996, pursuant to two separate transactions, the
Registrant sold substantially all of its operating assets.  The Form
10-Q is to be prepared on a liquidation accounting basis.  Due to the 
need to give effect to the foregoing events, the Registrant is unable to
complete and file the Form 10-Q on or before November 14, 1996.  

PART IV - OTHER INFORMATION

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

       Gilbert H. Steinberg            302               652-3115  
     ____________________  ___________  __________________
       (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 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?  [ X ] Yes   [   ] 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.

       See rider attached  
     ________________________________________________________________  
                                           


                             Astrosystems, Inc.
              ___________________________________________          
              (Name of Registrant as Specified in Charter)

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

Date        November 13, 1996              By   /s/ Seymour Barth
     __________________________            ________________________
                                                    Seymour Barth, 
                                                    President   


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.      


                          RIDER TO FORM 12b-25
                   ___________________________________

 
The current period is presented under liquidation basis accounting
as compared to the results of operations presented on a going 
concern basis for the prior corresponding period, so that no valid 
comparisons can be made.  There was no material change in Net 
Assets in Liquidation from the results at year end.