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

                               FORM 12b-25

                     NOTIFICATION OF LATE FILING

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

     For Period Ended:       June 30, 1997                         
     
     [   ]     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 June 17, 1997, the Registrant engaged new independent
public accountants with respect to the fiscal years ended June 30,
1996 and June 30, 1997 after the resignation of its former
independent accountants.  Further, on June 30, 1997, the Registrant
declared an initial liquidating distribution to its stockholders
pursuant to a Plan of Complete Liquidation and Dissolution adopted
by its stockholders on February 2, 1996, which distribution was paid
on September 8, 1997.  In addition, the Registrant is working to
comply with newly enacted rules governing accounting for option grants
in the context of the liquidation basis accounting required due to the
adoption of the Plan of Complete Liquidation and Dissolution.  Due to 
the foregoing circumstances, the Registrant is unable to complete and 
file the Form 10-K on or before September 29, 1997.  

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?  [   ] 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.

       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        September 29, 1997              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.
Therefore, Results of Operations are not included for the last
fiscal year.