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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                  FORM 10-Q/A

Mark One

 [X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
     of 1934 For Quarterly Period Ended December 31, 1996

                                       or

 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the Transition period from _______________ to ________________

Commission File Number 1-10011

                      ASTROTECH INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                         25-1570579
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                960 Penn Avenue, Suite 800, Pittsburgh, PA 15222
              (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code (412) 391-1896

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.

                                Yes _X_   No___

     As of January 31, 1997, there were 9,922,206 shares of the Registrant's
Common Stock, par value $.01 per share, outstanding.


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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned officers thereunto duly authorized.

                                          ASTROTECH INTERNATIONAL CORPORATION

February 5, 1997                          By: /s/ RAYMOND T. ROYKO
                                             -----------------------------
                                             Raymond T. Royko
                                             Vice President and Secretary

                                          By: /s/ HELEN VARDY GRICKS
                                             -----------------------------
                                             Helen Vardy Gricks
                                             Treasurer and
                                             Principal Accounting Officer


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