13D                        Page 1of 4
                 SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, DC 20549
                            SCHEDULE 13G
                           (Rule 13d-102)

  INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
          13d-1(a)AND AMENDMENTS THERETO FILED PURSUANT TO
                   RULE 13d-2(a) (Amendment No. 2)

                          Aydin Corporation
                          (Name of issuer)

                    Common Stock $1.00 Par Value
                   (Title of class of securities)

                             054681 10 1
                           (CUSIP number)


                            April 14, 1999
       (Date of Event Which Requires Filing of this Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule 13d  1(e),  13d-1(f)  or  13d-1(g),  check  the
following [ ]

     Note.  Schedules  filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.

(Continued on following pages)
(Page 1 of 4 Pages)
_________
(1) 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 this cover  page shall not be deemed to be "filed"  for
the  purpose  of Section 18 of the  Securities  Exchange  Act of 1934
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).


CUSIP NUMBER 054681 10 1             13D                 Page 2 of 4
Pages

1.   NAME OF REPORTING PERSONS S.S. OR I.R.S IDENTIFICATION NO.OF ABOVE PERSONS
          Societe Generale Asset Management Corp. 13-3557071

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

- ------------------------------------------------------------------------------
3.   SEC USE ONLY

- ------------------------------------------------------------------------------
4.   SOURCE OF FUNDS*
         OO
- ------------------------------------------------------------------------------
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUTANT TO ITEM 2(D) OR 2(E)          [  ]
- ------------------------------------------------------------------------------
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
         Delaware
- ------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER
              0
- -------------------------------------------------------------------------
8.   SHARED VOTING POWER
              0
- ------------------------------------------------------------------------ 
9.   SOLE DISPOSITIVE POWER
              0     
- -------------------------------------------------------------------------
10.   SHARED DISPOSITIVE POWER
              0
- -------------------------------------------------------------------------
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
              0
- ------------------------------------------------------------------------------
12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES* [ ]

- ------------------------------------------------------------------------------
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

          0%
- ------------------------------------------------------------------------------
14.  TYPE OF REPORTING PERSON*

         IA
- ------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT 13G

                              13G                             Page 3 of 4 Pages


Item 1.    Security and Issuer 
- ------------------------------------------
Common Stock, $1 Par Value
Aydin Corporation ("Aydin"), 700 Dresher Road, Horsham, PA 19044


Item 2.    Identity and Background 
- -------------------------------------------
     Societe  Generale Asset  Management  Corp. ("the Adviser") is a corporation
organized  under the laws of the State of Delaware with its  principal  place of
business at 1221 Avenue of the Americas,  New York, NY 10020.  The Adviser is an
investment adviser  registered under Section 203 of the Investment  Advisers Act
of 1940.

     During  the last  five  years,  the  Adviser  has not been  convicted  in a
criminal proceeding.

     During  the  last  five  years,  the  Adviser  was not a  party  to a civil
judgment,  decree  or  final  order as  described  in Item  2(e) of the  special
instructions for complying with schedule 13D.

     The  Adviser is the  investment  adviser to SoGen  International  Fund (the
"Fund"),  a series of SoGen  Funds,  Inc.,  an  open-end  management  investment
company registered under Section 8 of the Investment Company Act of 1940.

     The Adviser has discretionary  authority to trade the portfolio of the Fund
under an investment  advisory  contract with SoGen Funds,  Inc. on behalf of the
Fund.  The funds used to purchase the shares of Aydin  reported  hereby as being
sold, were part of the investment capital of the Fund.



Item 3.    Source and Amount of Funds or Other Consideration 
- --------------------------------------------------------------
     Not Applicable



Item 4.    Purpose of Transaction 
- ------------------------------------------
     Not Applicable 


                              13G                             Page 4 of 4 Pages


Item 5.    Interest in Securities of the Issuer 
- ------------------------------------------------------

(a)  As of May 5,  1999,  neither  the  Adviser  nor the Fund held any Shares of
     Aydin.

(b)  As of May 5,  1999,  neither  the  Adviser  nor the Fund held any Shares of
     Aydin.

(c)  No shares had been purchased since May 13, 1997.

     The last sale transactions  made by the Adviser,  on behalf of its advisory
client, were made in the open market on the New York Stock Exchange.

         Date          B/S     Quantity    Price
     --------------    ----    --------    -------
     March 11, 1999    Sale      72,100    13.0192
     March 12, 1999    Sale      36,000    13.0000
     March 15, 1999    Sale       3,100    12.8750
     March 16, 1999    Sale      10,900    12.8750
     March 17, 1999    Sale      50,000    12.9088
     April 14, 1999    Tender   200,000    13.5000 (See Item 6 below)

(e)  The Adviser,  on behalf of the Fund, ceased to be a beneficial owner of any
     shares  of  common  stock of  Aydin  effective  April  14,  1999,  when its
     remaining  shares of common stock were  accepted for payment  pursuant to a
     tender offer as described below.


Item 6.     Contracts, Agreements, Understandings or
            Relationships with Respect to Securities of the Issuer. 
- ---------------------------------------------------------------------
     On March 5, 1999, L-3  Communications  Corporation,(the  "Purchaser"),  and
Angel Acquisition  Corporation (the "Purchaser"),  a wholly-owned  subsidiary of
the Parent,  commenced a tender  offer (the  "Offer")  for all of the issued and
outstanding shares of Common Stock for a cash price of $13.50.  The Adviser,  on
behalf of the  Fund,  tendered  all of its  remaining  shares  of  Common  Stock
pursuant to the Tender  Agreement.  The shares of Common Stock were accepted for
payment by the Purchaser pursuant to the Offer on A pril 14, 1999.


Item 7.    Material to be Filed as Exhibits. 
- ----------------------------------------------------
     None



- - ----------------
* Previously filed


     After  reasonable  inquiry and to the best of my knowledge and belief,  the
undersigned  certifies that the information set forth in this statement is true,
complete and correct.

Dated:   May 7, 1999


SOCIETE GENERALE ASSET MANAGEMENT CORP.

By:  /s/ JEAN-MARIE EVEILLARD
- -------------------------------
Jean-Marie Eveillard
President