Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		046433108

SCHEDULE 13G

Item 1(a)	Name of Issuer.
	Astronics Corporation
Item 1(b)	Address of Issuer’s Principal Executive Offices.
	130 Commerce Way East Aurora, NY 14052
Item 2(a)	Name of Person Filing.
	Athena Capital Management, Inc. Minerva Group, LP David P. Cohen
Item 2(b)	Address of Principal Business Office or, if none, Residence.
	50 Monument Road, Suite 201 Bala Cynwyd, PA 19004
Item 2(c)	Citizenship.
	David P. Cohen is a U.S. Citizen. The reporting entities are organized under Delaware law.
Item 2(d)	Title of Class of Securities.
	$.01 par value Common Stock
Item 2(e)	CUSIP Number.
	046433108

Item 3		This statement is not filed pursuant to Rules 13d-1(b), 13d-2(b) or 13d-2(c).
Item 4		Ownership.
		(a)		Amount beneficially owned: Athena Capital Management, Inc. - 62,795 Minerva Group, LP - 75,766 David P. Cohen - 138,561 (includes shares beneficially owned by Athena Capital Management, Inc. and Minerva Group, LP)
		(b)		Percent of Class: 2.1%
		(c)		Number of Shares as to which the person has: (i) Sole power to vote or to direct the vote: Minerva Group, LP - 75,766 (ii) Shared power to vote or to direct the vote: Athena Capital Management, Inc. - 62,795 (iii) Sole power to dispose or to direct the disposition of: Minerva Group, LP - 75,766 (iv) Shared power to dispose or to direct the disposition of: Athena Capital Management, Inc. - 62,795
Item 5		Ownership of Five Percent or Less of a Class.
		This statement is being filed to report the fact that as of the date hereof, the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities.
Item 6		Ownership of More Than Five Percent on Behalf of Another Person.
		Not applicable.
Item 7		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On By the Parent Holding Company or Control Person.
		Not applicable.
Item 8		Identification and Classification of Members of the Group.
		Not applicable.
Item 9		Notice of Dissolution of Group.
		Not applicable.
Item 10		Certification.
		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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

     

		ATHENA CAPITAL MANAGEMENT, INC.
		Date: February 11, 2008
		By:		David P. Cohen, President
				By:		/s/ Beth N. Lowson
						Name: Beth N. Lowson
						Title: Attorney-In-Fact
						The Nelson Law Firm, LLC
						White Plains Plaza
						One North Broadway, Suite 712
						White Plains, NY 10601
		MINERVA GROUP, LP
		Date: February 11, 2008
		By:		MINERVA GP, INC., its General Partner
			By:		David P. Cohen, President
				By:		/s/ Beth N. Lowson
						Name: Beth N. Lowson
						Title: Attorney-In-Fact
						The Nelson Law Firm, LLC
						White Plains Plaza
						One North Broadway, Suite 712
						White Plains, NY 10601
		DAVID P. COHEN
		Date: February 11, 2008
		By:		David P. Cohen
				By:		/s/ Beth N. Lowson
						Name: Beth N. Lowson
						Title: Attorney-In-Fact
						The Nelson Law Firm, LLC
						White Plains Plaza
						One North Broadway, Suite 712
						White Plains, NY 10601

POWER OF ATTORNEY

The undersigned does hereby constitute and appoint Stephen J. Nelson, Mary Anne Mayo, Beth N. Lowson, Danielle D'Angelo, Daniel Zinn, and Steven McNamara each of The Nelson Law Firm, LLC, One North Broadway, Suite 712, White Plains, NY 10601, signing singly, with full power of substitution, as the true and lawful attorney of the undersigned, and authorizes and designates each of them to sign on behalf of the undersigned, and to file filings and any amendments thereto made by or on behalf of the undersigned in respect of the beneficial ownership of equity securities held by the undersigned, directly, indirectly or beneficially, pursuant to Sections 13(d), 13(g) and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d), 13(g) or 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until withdrawn by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of September, 2007.

	By:	/s/ David P. Cohen
		David P. Cohen