8-K/A

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                                   FORM 8-K/A

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                                 DATE OF REPORT
                                  JUNE 28, 2005

                        (DATE OF EARLIEST EVENT REPORTED)
                                 (JUNE 9, 2005)



                                 ASTRO-MED, INC
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                         COMMISSION FILE NUMBER 0-13200



                             RHODE ISLAND 05-0318215
          (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION
                     INCORPORATION OR ORGANIZATION) NUMBER)


                600 EAST GREENWICH AVENUE, WEST WARWICK, RI 02893
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)



                                 (401-828-4000)
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)










ITEM 4.01.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On June 9, 2005, the Audit  Committee of the Board of Directors of Astro-Med, Inc.(the Company) dismissed the Company's independent
auditors, Ernst & Young LLP(EY). A copy of the letter of dismissal dated June 9,2005 (the "Dismissal Letter") is attached
hereto as Exhibit 16.1 and incorporated herein by reference.  The Company disclosed the fact of the dismissal in a Current Report
on Form 8-K dated June 9, 2005 and filed on June 15, 2005.  The Company provided EY with a copy of the disclosure in the Form 8-K
together with the Dismissal Letter.  EY provided a letter indicating its concurrence with disclosures in the first, second, third
and fifth paragraphs of Item 4.01(a) of the previously filed Form 8-K, a copy of which letter was attached as an exhibit to the
Form 8-K.

This Form 8-K/A amends that Form 8-K filing to extend the statements contained in the third and fifth paragraphs below through to
June 9, 2005 (the date of dismissal).

During the two most recent fiscal years of the Company ended  January 31, 2005 and 2004, and the subsequent interim period through
June 9, 2005(the date of dismissal), there were no disagreements between the Company and EY on any matters of accounting principles
or  practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to EY's
satisfaction, would have caused EY to make reference to the subject matter of the disagreement in connection with its reports; and
there were no reportable events described under Item 304 (a) (1) (v) of Regulation S-K.

The audit reports of EY on the consolidated financial statements of the Company as of and for the fiscal years ended January
31,2005 and 2004 did not contain any adverse opinion or disclaimers of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.

During the two most recent fiscal years of the Company ended January 31, 2005 and 2004 and the subsequent interim period through
June 9, 2005 (the date of dismissal), the Company did not consult any other firms regarding any of the matters or events set forth
in Item 304 (a) (2) (i) and (ii) of Regulation S-K.

On June 24, 2005 the Company  requested that, pursuant to Item 304(a)(3), EY furnish the Company with a letter addressed to the
Commission stating whether it agrees with the statements made by the Company herein and, if not, stating the respects in which it
does not agree.  A copy of such letter, dated June 24, 2005, is attached as Exhibit 16.2 hereto.  A letter from EY is attached
hereto as Exhibit 16.3, indicating its concurrence with the above disclosures.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS
(c)      Exhibits
Exhibit No.           Exhibit


16.1                  Letter of the Company dismissing Ernst & Young LLP dated June
                      9, 2005
16.2                  Letter to Ernst & Young LLP dated June 24, 2005
16.3                  Letter of Ernst & Young LLP to the Securities and Exchange
                      Commission dated June 28, 2005
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on
their behalf by the undersigned thereunto duly authorized.

DATE: June 28, 2005                    ASTRO-MED, INC.



                                       By: s/Joseph P. O'Connell
                                          -----------------------
                                       Joseph P. O'Connell
                                       Vice President, Treasurer and
                                       Chief Financial Officer

                                INDEX TO EXHIBITS





Exhibit No.               Exhibit

16.1                      Letter of Dismissal to Ernst & Young LLP dated June 9, 2005
16.2                      Letter to Ernst & Young LLP dated June 24, 2005
16.3                      Letter of Ernst & Young LLP to the Securities and Exchange
                          Commission dated June 27, 2005

EX-16

                                                                                                       Exhibit 16.1


June 9, 2005


Mr. Mark Tyrrell
Ernst & Young LLP
Registered Public Accounting Firm
40 Westminster Street
Providence, RI 02903

Dear Mr. Tyrrell:

This letter is to serve as notice to Ernst & Young LLP that the Audit Committee of the Board of Directors of
Astro-Med, Inc. and its Subsidiaries (collectively the "Company") has chosen to dismiss your Firm as principal
accountants for the Company.  We have enclosed a copy of Form 8-K that we expect to file with the Securities and
Exchange Commission (the "SEC") by June 14, 2005 with respect to the Audit Committee's decision.  Please review
this Form 8-K and provide us a copy of your response letter required to be filed with the Form 8-K.

Should you have any questions or comments, please call me.

Sincerely,

Astro-Med, Inc.


By:     s/ Joseph P. O'Connell
      ------------------------
Its:     Chief Financial Officer
         -----------------------

EX-16

                                                                                                                      Exhibit 16.2


June 24, 2005


Mr. Mark Tyrrell
Ernst & Young LLP
Registered Public Accounting Firm
40 Westminster Street
Providence, RI 02903

Dear Mr. Tyrrell:

We are amending our Form 8-K regarding our dismissal of Ernst & Young LLP as
principal accountants for Astro-Med, Inc. (the "Company") to extend the statements
contained in the second and fourth paragraphs through to June 9, 2005.  We have
enclosed a copy of Form 8-K/A that we expect to file with the Securities and
Exchange Commission (the "SEC") by June 30, 2005.  Please review this Form8-K/A
and provide us a copy of your response letter required to be filed with the Form 8-K/A.

Should you have any questions or comments, please call me.

Sincerely,

Astro-Med, Inc.


By:     s/ Joseph P. O'Connell
      ------------------------
Its:     Chief Financial Officer
         -----------------------

EX-16

                                                                                                                           Exhibit 16.3



June 28, 2005


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Gentlemen:

We have read Item 4.01 of Form 8-K/A dated June 28, 2005, of Astro-Med, Inc and are in agreement with the statements contained in the
first, third, fourth and sixth paragraphs under Item 4.01. We have no basis to agree or disagree with other statements of the
registrant contained therein.





                                                              /s/Ernst & Young LLP

COVER

June 28, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Astro-Med, Inc.
Item 4.01 Form 8-K/A
(File No. 000-13200)

Ladies and Gentlemen:

        On behalf of  Astro-Med, Inc. (the "Company"), we submit herewith via EDGAR for filing with the Securities and Exchange
Commission (the "Commission"), the Company's amended current report on Form 8-K/A.  This 8-K/A is being filed in response to
comments received from the Commission on June 24, 2005 regarding the Company's Form 8-K filed with the Commission on June 15, 2005
(the "Report").  In response to those comments, we have made the following changes:

o    Revised paragraph 2 of the Report to change the interim period from April 30, 2005 to June 9, 2005, the date of the
     Company's dismissal of Ernest and Young LLP ("EY").  Paragraph 2 now provides that during the two most fiscal years ended
     January 31, 2005 and 2004 and the subsequent interim period through June 9, 2005 (the date of dismissal) there were no
     disagreements with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
     or procedure, which disagreements would have caused EY to make reference to the subject matter of the disagreement in
     connection with its reports; and there were no reportable events described under Item 304(a)(1)(v) of Regulation S-K.;

o    Revised paragraph 4 of the Report to change the interim period from April 30.  2005 to June 9, 2005, the date of the
     Company's dismissal of EY.  Paragraph 4 now provides that during the two most recent fiscal years of the Company ended
     January 31, 2005 and 2004 and the interim period through June 9, 2005 (the date of dismissal), the Company did not consult
     with any other firms regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

Attached to the report is a copy of an updated Exhibit 16 letter from EY relating to EY's agreement with the statements made in the
Company's Form 8-K/A

Please call the undersigned at (401) 274-2000 regarding this filing.


                                                                       Very truly yours,

                                                                       /s/ Margaret D. Farrell
                                                                       --------------------------
                                                                       Margaret D. Farrell
CCC/alq
Attachment
cc: Joseph P. O'Connell

CORRESP

June 28, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Astro-Med, Inc.
Item 4.01 Form 8-K/A
(File No. 000-13200)

Ladies and Gentlemen:

         In connection with the filing by the Astro-Med,Inc. (the "Company") of its amended current report on Form 8-K/A in
response to those certain comments received by the Securities and Exchange Commission (the "Commission") regarding the Company's
Form 8-K filed with the Commission on June 15, 2005, we hereby acknowledge that:

        o    the Company is responsible for the adequacy and accurateness of the disclosures made in its filings;

        o    Commission staff comments or changes to the Company's disclosures made in response to Commission staff comments does
             not foreclose the Commission from taking any action with respect to the Company's filing of its Schedule 14D-9; and

        o    without prejudice to the Company's right to disclose Commission staff comments and the Company's responses thereto in
             any proceeding, the Company may not assert Commission staff comments as a defense in any proceeding initiated by the
             Commission or any person under the Federal securities laws of the United States.


                                                              Very truly yours,


                                                              S/Joseph P. O'Connell
                                                              Joseph P. O'Connell,
                                                              Vice President, Treasurer and Chief
                                                              Financial Officer