SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                        Date of Report: January 24, 2000
                        (Date of earliest event reported)



                               ASTROSYSTEMS, INC.
               (Exact name of Registrant as specified in charter)



  Delaware                            0-3344                 13-5691210
(State or other jurisdiction  (Commission File No.)      (IRS Employer
incorporation)                                           Identification Number)

                    P.O. Box 1369, Hockessin, Delaware 19707
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (302) 652-3115

















Item 5.           Other Events

                  On January 24, 2000, Astrosystems, Inc. (the "Company") issued
a press  release  (the "Press  Release")  announcing  that the  Company  will be
dissolved on February 8, 2000,  and that all of the Company's  remaining  assets
and  liabilities  will be transferred to a liquidating  trust.  The Company also
announced that a liquidating  distribution  will be paid to all  stockholders of
record of the  Company as of the close of  business  on  February  7, 2000.  The
liquidating distribution and the establishment of the liquidating trust are more
particularly described in the Press Release, which is attached hereto as Exhibit
99.1.

Item 7.           Financial Statements, Pro Forma Financial Statements and
                  Exhibits.

         (c)      Exhibits.

                  99.1     Press Release, dated January 24, 2000




                                        2




                                   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 hereunto duly authorized.



                                            ASTROSYSTEMS, INC.


Dated: January 24, 2000                     By: /s/ Gilbert H. Steinberg
                                               ----------------------------
                                               Gilbert H. Steinberg
                                               Vice President