Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Roscher Fred
2. Date of Event Requiring Statement (Month/Day/Year)
12/03/2004
3. Issuer Name and Ticker or Trading Symbol
APPLIED SIGNAL TECHNOLOGY INC [APSG]
(Last)
(First)
(Middle)
400 W. CALIFORNIA AVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec. VP Communications Group
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SUNNYVALE, CA 95037
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 7,369
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Option Right to Buy (1) 11/20/1999 11/20/2005 Common Stock 2,500 $ 15.5 D  
Option Right to Buy (1) 11/18/2001 11/18/2007 Common Stock 1,500 $ 11.625 D  
Options Right to Buy (2) 01/12/2002 11/12/2006 Common Stock 8,000 $ 5.25 D  
Options Right to Buy (3) 02/29/2008 02/28/2013 Common Stock 12,000 $ 13.39 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Roscher Fred
400 W. CALIFORNIA AVE
SUNNYVALE, CA 95037
      Exec. VP Communications Group  

Signatures

Fred Roscher 12/03/2004
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The options vests and becomes exerciseable over 2 years at 100% vested on 11/20/1999.
(2) Options granted under the 91 Plan with a 8-year term and vest at the rate of 20 percent one year after the grant date with the remaining shares vesting at the rate of 1/60 per month over the remaining 60 months, or 100 percent vesting five years after the grant date.
(3) Options granted under the 2001 Plan with 10 year term and vest at the rate of 20 percent one year after the grant date with the remaining shares vesting at the rate of 1/60 per month over the remaining 60 months, or 100 percent vesting five years after the grant date.

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