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

                                     FORM 15

                    CERTIFICATE AND NOTICE OF TERMINATION OF REGISTRATION  UNDER
                    SECTION  12(g)  OF THE  SECURITIES  EXCHANGE  ACT OF 1934 OR
                    SUSPENSION  OF DUTY TO FILE  REPORTS  UNDER  SECTIONS 13 AND
                    15(d) OF THE  SECURITIES  EXCHANGE  ACT OF 1934.

                                                  Commission File Number 0-3344

                               Astrosystems, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             P.O. Box 1639, Hockessin, Delaware 19707 (302) 652-3115
- --------------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive office)

                     Common Stock, par value $.10 per share
- --------------------------------------------------------------------------------
            (Title of each class of securities covered by this Form)

                                       N/A
- --------------------------------------------------------------------------------
       (Titles of all other classes of securities for which a duty to file
                 reports under section 13(a) or 15(d) remains)

     Please  place  an X in  the  box(es)  to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

     Rule 12g-4(a)(1)(i)       |X|           Rule 12h-3(b)(1)(i)       |_|
     Rule 12g-4(a)(1)(ii)      |_|           Rule 12h-3(b)(1)(ii)      |_|
     Rule 12g-4(a)(2)(i)       |_|           Rule 12h-3(b)(2)(i)       |_|
     Rule 12g-4(a)(2)(ii)      |_|           Rule 12h-3(b)(2)(ii)      |_|
                                             Rule 15d-6                |_|

     Approximate  number of holders of record as of the  certification or notice
date:                    -0-
     --------------------------------------------

     Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,
Astrosystems,  Inc.  has caused  this  certification/notice  to be signed on its
behalf by the undersigned duly authorized person.

Date:  February 8, 2000                By:/s/ Gilbert H. Steinberg
                                          ---------------------------
                                          Gilbert H. Steinberg, Vice President

Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.

               Potential  persons  who  are  to  respond  to the  collection  of
               information  contained  in this form are not  required to respond
               unless the form  displays a currently  valid OMB control  number.


SEC 2069 (3-99)