SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Gales Michael (Last) (First) (Middle) C/O ASHLIN DEVELOPMENT CORPORATION 1479 NORTH CLINTON AVENUE (Street) BAY SHORE NY 11706 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/30/2005	3. Issuer Name and Ticker or Trading Symbol Ashlin Development Corp [ ASHN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) EXECUTIVE CHAIRMAN	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,076,219	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options(1)	11/30/2005	09/26/2015	Common Stock	1,250,000	(1)	D

Explanation of Responses:

1. One-fifth of such options vested as of 11/30/05 and the balance will vest in equal increments of 250,000 shares each on the first through fourth anniversaries of 9/15/05. The options which vested on 11/30/05 are exercisable at $0.22 per share and the exercise price of the options vesting on 9/15/06, 9/15/07, 9/15/08 and 9/15/09 will be the higher of (a) $0.22 per share or (b) the average trading price of the Common Stock for the thirty trading days ending 12/15/05, 9/15/06, 9/15/07 and 9/15/08, respectively.

	/s/ MICHAEL A. GALES	12/07/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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