UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC   20549
          
                                     FORM 10-QSB
          
          Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934
          
          For the quarterly period ended                    June 30, 1997
          
          Commission file number                            1-6299
          
                           EMCEE Broadcast Products, Inc.*
               (Exact name of registrant as specified in its charter)
                                          
          Delaware                                     13-1926296
          (State or other jurisdiction                 (I.R.S. Employer
          of incorporation or organization)            Identification No.)
          
          Registrant's telephone number, including area code:        
          717-443-9575
          
               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 (or
          for such shorter period that the Registrant was required to file
          such reports), and (2) has been subject
          to such filing requirements for the past 90 days.
          
                                   YES [x]             NO [  ]
          
               Indicate the number of shares outstanding of each of the
          issuer's classes of common stock, as of the latest practical date:
          
               Common stock, $ .01-2/3 par value - 4,184,161 shares as of
          August 4, 1997.
          
          
          
          
          
          
          *formerly Electronics, Missiles & Communications, Inc.
          
          
          
          
          
          
          
          <PAGE>       EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES
          
                                      I N D E X
                                                                            
                                                                  PAGE(S)    
               PART I.  FINANCIAL INFORMATION: 
          
              CONSOLIDATED BALANCE SHEETS - 
                  June 30, 1997 and March 31, 1997. . . . . . . .    3
          
             CONSOLIDATED STATEMENTS OF INCOME  -
                   Three Months ended June 30, 1997 and 1996. . .    4
          
             CONSOLIDATED STATEMENT OF SHAREHOLDERS'  EQUITY -
                    Three Months ended June 30, 1997. . . . . . .    5
          
             CONSOLIDATED STATEMENTS OF CASH FLOWS -
                    Three Months ended June 30, 1997 and 1996 . .    6
          
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. .  . . .   7 - 8  
              
                     
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE 
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS . .   9 - 11  
            
                           
          
          PART II.  OTHER INFORMATION:
          
             SIGNATURES. . . . . . . . . . . . . . . . . .  . . .   12
          
          
          NOTE:  Any questions concerning this report should be addressed to 
                 Mr. Allan J. Harding, Vice President-Finance.
<PAGE>                   PART I.  FINANCIAL INFORMATION                  
 <TABLE>
 <CAPTION>       EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES           
                            CONSOLIDATED BALANCE SHEETS                      
                      - JUNE 30, 1997 and MARCH 31, 1997 -
                                   
                                        JUNE 30, 1997     MARCH 31, 1997
                                         (Unaudited)
                                     ---------------------------------
             <S>                                 <C>            <C>
          ASSETS
           CURRENT ASSETS:
             Cash and cash equivalents       $1,023,911    $  681,335
             U. S. Treasury Bills             4,095,880     1,679,164
             Accounts receivable, net of 
             allowance for doubtful accts.
             June -$89,000/March-$100,000      917,451        933,535
             Inventories                     3,407,001      3,627,803
             Prepaid expenses and deferred 
              taxes                            257,685        379,358
             Note receivable                                2,500,000   
                                          ---------------------------
               TOTAL CURRENT ASSETS          9,701,928      9,801,195
                                          ---------------------------
          PROPERTY, PLANT & EQUIPMENT:
             Land & land improvements          246,841        246,841
             Building                          629,212        629,212
             Machinery & equipment           2,028,875      2,019,717
                                          ---------------------------
                                             2,904,928      2,895,770
             Less accumulated depreciation   1,908,360      1,836,630
                                           ---------------------------
               NET PROPERTY,PLANT&EQUIPMENT    996,568      1,059,140
                                           ---------------------------
          OTHER ASSETS                           2,175        108,173
                                            ---------------------------
          NOTE RECEIVABLE                      500,000        500,000
            Less deferred portion             (500,000)      (500,000)
                                            ---------------------------
                                                     0              0
                                            ---------------------------
          TOTAL ASSETS                      $10,700,671   $10,968,508
          
          LIABILITIES & SHAREHOLDERS' EQUITY
          CURRENT LIABILITIES:
           Current  portion of long-term debt   $130,000     $108,000
           Accounts payable                      104,488      355,401
           Accrued expenses                      261,057      336,784
           Deposits from customers               210,511      121,195
           Accrued federal income taxes          448,994      554,000
                                          ----------------------------
            TOTAL CURRENT LIABILITIES          1,155,050    1,475,380
   
<PAGE>     
          LONG-TERM DEBT, net of current 
            portion                              839,391      807,189
                                            ----------------------------
         
          SHAREHOLDERS' EQUITY:
            Common stock issued, $.01-2/3 par;
             authorized 9,000,000 shares          72,987       72,987
            Additional paid-in capital         3,562,523    3,562,523
            Retained earnings                  6,432,994    6,412,703
                                            -------------------------
                                              10,068,504   10,048,213
          
            Less shares held in treasury at 
             cost:201,579 shares June '97 and 
             Mar '97                           1,362,274    1,362,274
                                            -------------------------
          
             TOTAL SHAREHOLDERS' EQUITY        8,706,230    8,685,939
                                             -------------------------
          TOTAL LIABILITIES & SHAREHOLDERS' 
            EQUITY                           $10,700,671  $10,968,508
<FN>                                         ========================= 
          
          SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<FN>
</TABLE>     
<PAGE>
<TABLE>
<CAPTION>          EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF INCOME
                    THREE MONTHS ENDED JUNE  30, 1997 AND 1996
                                   (Unaudited)          
                                             THREE (3) MONTHS
                                        06/30/97       06/30/96
                                      --------------------------
           <S>                              <C>            <C>
          NET SALES                     $1,823,240    $ 4,299,369
          COST OF PRODUCTS SOLD          1,324,334      2,734,713
                                        ---------------------------
          GROSS PROFIT                    498,906      1,564,656
                                        ---------------------------
          OPERATING EXPENSES:
            Selling                       389,984        438,468
            General and administrative    282,874        327,653
            Research and development      110,950         69,822
                                        ---------------------------
          TOTAL OPERATING EXPENSES        783,808        835,943
                                        ---------------------------
          INCOME (LOSS) FROM OPERATIONS  (284,902)       728,713
                                        ---------------------------
          OTHER INCOME (EXPENSE), NET:
            Interest expense              (22,068)       (18,371)
            Interest income                53,305         28,305
            Gain of sale of investment   
             securities                   277,324        106,181
            Other                           3,032          1,327
                                        ---------------------------
          TOTAL OTHER INCOME, NET         311,593        117,442
                                        ---------------------------
          Net income before income taxes   26,691        846,155
          
          INCOME TAXES                      6,400        208,000
                                        ---------------------------
          NET INCOME                      $20,291       $638,155
                                        ============================
          COMMON SHARE AND COMMON
          SHARE EQUIVALENT OUTSTANDING: 
            Primary                     4,165,601      4,335,705
                                        ============================
            Assuming full dilution      4,165,601      4,334,218
                                        ============================
          EARNINGS PER COMMON AND
          COMMON SHARE EQUIVALENT: 
            Primary                          $.01          $.15
                                        ============================
            Assuming full dilution           $.01          $.15
                                        ============================
<FN>            SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</FN>         
</TABLE>
<PAGE> 
<TABLE>  
<CAPTION>         EMCEE BROADCAST PRODUCTS, INC.  AND SUBSIDIARIES
                    CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                         THREE MONTHS ENDED JUNE 30, 1997
                                   (Unaudited)
          
                                           ADDITIONAL
                            COMMON STOCK   PAID-IN          RETAINED 
                          SHARES  AMOUNT   CAPITAL          EARNINGS
                          ------------------------------------------           
                   
             <S>             <C>      <C>         <C>          <C>
          BAL 3/31/1997  4,378,364 $72,987   $3,562,523     $6,412,703     
          
          NET INCOME FOR 
           THE PERIOD                                           20,291         
   

                         ------------------------------------------------
          
          BAL 6/30/1997  $4,378,364 $72,987  $3,562,523    $6,432,994
                         ===============================================

</TABLE>
<TABLE>               
<CAPTION>          
                      TREASURY STOCK
                         SHARES       AMOUNT         TOTAL
                          -----------------------------------------
               <S>          <C>         <C>           <C>
          BAL 3/31/1997   12,763   $(1,362,274)   $8,685,939

          NET INCOME FOR 
           THE PERIOD

          BAL 6/30/1997                              20,291
                         -----------------------------------------
                         212,763   $(1,362,274)   $8,706,230
                        =========================================
<FN>  
              SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>      EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 THREE (3) MONTHS ENDED JUNE 30, 1997 AND 1996
                                        (Unaudited)
          
                                                  THREE (3) MONTHS
                                                    06/30/97  06/30/96
                                                    -------------------
                <S>                                     <C>        <C>
          CASH FLOWS FROM OPERATING ACTIVITIES:
           Net income                              $  20,291  $  638,155
            Adjustments:
             Depreciation                              71,730     56,652
             Provision for doubtful accounts          (11,000)     9,000
             (Increase) decrease in:
              Accounts receivable                      27,084   (764,775)
              Inventories                              220,802   (93,767)
              Prepaid expenses and deferred taxes      121,673    15,529
              Other assets                             105,998     60,571
           Increase (decrease) in:
              Accounts payable                        (250,913)   163,093
              Accrued expenses                         (75,727)   (71,326)
              Deposits from customers                   89,316    195,778
              Accrued income taxes                    (105,006)    90,451
                                                     --------------------
          NET CASH PROVIDED BY OPERATING ACTIVITIES    214,248    299,361
                                                     ---------------------
          CASH FLOWS FROM INVESTING ACTIVITIES:
           Acquisition of  property,plant and equipment (9,158)  (164,578)
           Purchase of U. S. Treasury Bills         (3,616,716)  (217,086)
           Proceeds from maturities of U.S.
            Treasury Bills                           1,200,000    600,000
           Note receivable                           2,500,000
                                                     ---------------------
          NET CASH PROVIDED IN INVESTING ACTIVITIES     74,126    218,336
                                                     ---------------------
          CASH FLOWS FROM FINANCING ACTIVITIES:
           Long Term Debt:
            New borrowings                             70,000
            Payments                                  (15,798)   (41,003)
            Stock sold under option plans              20,229    
            Acquisition of company stock                      (1,294,240)
                                                    ---------------------
          NET CASH PROVIDED (USED)IN 
            FINANCING ACTIVITIES                       54,202 (1,315,014)
          
          NET INCREASE (DECREASE) IN CASH              342,576  (797,317)
          
          CASH AND CASH EQUIVALENTS AT BEGINNING OF YR 681,335 1,537,759
                                                    ---------------------
<PAGE>
          CASH AND CASH EQUIVALENTS AT END OF Pd.    $1,023,911  $740,442
                                                    =====================
 
           
          SUPPLEMENTAL DISCLOSURE OF CASH FLOW 
           INFORMATION:
            Cash paid during the period:
             Interest Expense                          $12,258    $17,825
                                                      ===================
             Income Taxes                                   $0   $108,646
                                                      ===================
<FN>             
          SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</FN>
</TABLE>          
<PAGE>                  EMCEE BROADCAST PRODUCTS, INC.
                               AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                         
          1. The financial information presented as of any date other than 
          March 31, has been prepared from the books and records of the
          Company without audit.  Financial information as of March 31 has
          been derived from the audited financial statements ofthe Company,
          but does not include all disclosures required by generally
          accepted accounting principles.  In the opinion of management, the
          accompanying unaudited consolidated condensed financial statements
          contain all adjustments, consisting onlyof normal recurring
          adjustments, necessary to present fairly EMCEE Broadcast Products,
          Inc. and Subsidiaries' financial position, and the results of
          their operations and changes in cash flow for the periods
          presented.
          
          2. The results of operations for the three-month period ended June
          30, 1997 and 1996 are not necessarily indicative of the results to
          be expected for the full year.
          
          3. At June 30, 1997, cash held at a financial institution is in
          excess of the Federal Deposit Insurance Coverage by $793,436.
          
          4. INVENTORIES consisted of the following:
               
                                         June 30,1997  March 31, 1997
                                          (UNAUDITED)
          
            FINISHED GOODS                  $  314,000    $  399,000
            WORK-IN-PROCESS                 $  647,000    $  738,000
            RAW MATERIALS                   $1,586,000    $1,574,000
            MANUFACTURED COMPONENTS           $860,001    $  916,803
                                     -------------------------
                                            $3,407,001    $3,627,803
                                            -------------------------

          Inventories are stated at the lower of standard cost, which
          approximates current actual cost(on a first-in, first-out basis)
          or market (net realizable value).
          
          5. EARNINGS PER SHARE.  Primary earnings per common and common
          equivalent share and earnings per common and common equivalent
          share assuming full dilution are computed using the weighted
          average number of shares outstanding adjusted for the incremental
          shares attributed to outstanding options to purchase common stock,
          if dilutive.
          
          6. OTHER ASSETS for March 31, 1997 include the balance of stock
          received in exchange for an account receivable.  In June 1997 this
          investment was sold for a net profit of $277,324.  The remainder
          of other assets of $2,175 are organizational costs of
          subsidiaries.

<PAGE>
          
          7. During fiscal 1992 a rural cellular license was sold for
          $3,100,000.  The initial payment was $845,000 net of closing costs
          of $155,000 with the balance plus interest at seven (7%) percent
          payable December 16, 1996.  An agreement between the parties was
          executed at the end of March 1997 in which the Company received a
          payment in April 1997 of $2,500,000 and a note of $500,000 to be
          paid if the license is resold or a material change occurs in the
          ownership of the license holder.  The remaining $500,000
          receivable is recorded on the balance sheet and is fully reserved
          because there is no reasonable basis to evaluate the likelihood of
          collection.
          
          8. For the three months ended June 30, 1997, the federal tax
          provision is less than the federal statutory because the Company
          has reduced its estimated federal tax rate used for interim
          reporting to recognize the benefit of its foreign sales
          corporation (FSC) subsidiary.
          
          9. On May 28, 1996, the Corporation purchased 200,000 shares of
          EMCEE Broadcast Products, Inc. stock from the estate of a former
          director.  This stock has been recorded as Treasury Stock.  In
          consideration of this Agreement, the Company has issued a
          Non-Negotiable, Non-Transferable Stock Warrant to the beneficiary
          of the estate which expires on May 22, 2001, for 200,000 shares of
          the Company stock at an exercise price of $9.46875 per share. 
        
<PAGE>        
                            EMCEE BROADCAST PRODUCTS, INC. 
                                    AND SUBSIDIARIES
                                            
                          MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS
          
          Sales for quarter ended June 30, 1997 totaled $1,823,000, a
          decrease of 58% compared to the quarter ended June 30, 1996. 
          Included in the latter, which, incidentally was the second best
          quarter in the Company's history, were shipments for a large
          contract for Saudi Arabia.  This contract was placed on hold in
          July 1996 and, although approximately $834,000 of additional
          shipments occurred in the remaining three quarters of fiscal 1997,
          the project has been halted until frequency allocation issues are
          resolved (see additional discussion under backlog of unsold orders
          section of this report.)
          
          Of the total sales for the quarter, $1,084,000 (59%) were domestic
          sales, reversing a trend toward a higher percent of sales to
          foreign markets.  The Registrant believes that the foreign
          market will dominate sales for the next two (2) years as the
          domestic market holds back on developing new systems until digital
          compression, which will provide more than one hundred fifty (150)
          programming channels with enhanced picture quality, is proven from
          a technical perspective.
          
          Gross profit for the first quarter of fiscal 1998 which ended June
          30, 1997 totaled $499,000 or 27.4% of net sales compared to
          $1,565,000 or 36.4% of net sales for the quarter ended June
          30, 1996.  The decrease of volume for the first quarter of the
          current fiscal year was the primary factor in the decrease of the
          gross profit compared to the prior year's first quarter.  Although
          gross margin was slightly less for the sales for the contract to
          Saudi Arabia in the first quarter of the prior year, unfavorable
          manufacturing variances due to the lower volume in the first quarter
          of fiscal 1998 produced the lower gross margin percent.
          
          Operating expenses of $784,000 for the quarter ended June 30, 1997
          was $52,000 less than the previous year's quarter.  Reductions
          were in all categories except research and development which, at
          $111,000, exceeded the previous amount by $41,000.  Included in
          last years total was a credit of $50,000 for reimbursement of
          non-recurring engineering costs on a new project.  
          
          Although management believes that the domestic market will not
          resurge until calendar  year 1998, and has reduced expenses, the
          Company continues to actively pursue sales in the foreign markets
          and continues its research and development programs to remain a
          leader in the technical side of the industry.

<PAGE>    The relatively high operating expenses and low sales volume
          produced a loss from operations of $285,000 for the first quarter
          of fiscal 1998 compared to income from operations of $729,000
          for the same period one year ago.
      
          
          The Registrant sold the balance of its investment in a wireless
          cable operator (which had been purchased by BellSouth Corporation)
          in June, 1997 which produced a gain of $277,000 for the
          first quarter ended June 30, 1997.  Interest income for the
          quarter increased from $28,000 for the first quarter of fiscal
          1997 to $53,000 for the first quarter of fiscal 1998 due to the
          increase of cash receipts that were invested primarily in U. S.
          Treasury Bills.  Interest expense increased approximately $4,000
          for the current quarter compared to the corresponding quarter of
          the prior year.  Total other income of $312,000 for the quarter
          increased by $194,000 over the prior year's first quarter.
          
          The amount of other income reversed the loss from operations to a
          net income before income taxes of $27,000 for the three months
          ended June 30, 1997 which compares to an amount of $846,000 for
          the three months ended June 30, 1996.  Estimated federal income
          tax liability for the periods were $6,400 and $208,000,
          respectively, resulting in net income of $20,000 for the
          quarter ended June 30, 1997.  Federal tax liability for both
          periods under discussion are less than the "expected percent" as the
          Corporation utilizes a Foreign Sales Corporation (FSC) formed
          in April, 1995.  There are no state income tax liability for these
          periods since all profitable companies in this consolidated group
          are domiciled in states which do not impose income taxes.
          
          In April, 1997 the Company collected $2,500,000 for a note
          receivable and interest.  That was the primary reason that cash
          and cash equivalents and U.S. Treasury Bills totaled $5,120,000
          as of June 30, 1997, an increase of $2,760,000 over the amount of
          $2,360,000 at March 31,1997.
          
          Accounts receivable decreased $17,000 from $934,000 as of March
          31, 1997 to $917,000 as of June 30, 1997.
          
          Inventories were $3,407,000 as of June 30, 1997, a decrease of
          $221,000 from the balance at March 31, 1997 and accounts payable
          of $104,000 decreased $251,000 for the same periods as the Company
          controlled purchases to reduce inventory levels to expected sales.
          
          Prepaid expenses and deferred taxes totaled $258,000 as of June
          30, 1997 or a reduction of $122,000 compared to March 31, 1997. 
          Concurrently, accrued federal income tax liability decreased
          $105,000.  Both reductions are primarily a result of a reversal of 
          temporary differences for federal income tax.  Also, included in 
          the decrease of the former was a reduction of prepaid expense of 
          approximately $18,000 as costs associated with an industry show 
          were expensed.

<PAGE>    Capital expenditures of $9,000 were minimal for the quarter ended
          June 30, 1997 and with depreciation expense of $72,000 net
          property, plant and equipment decreased from $1,059,000
          as of March 31, 1997 to $997,000 as of June 30, 1997.
          
          Other assets were $2,000 as of June 30, 1997 and decreased
          $106,000 from March 31, 1997 as the investment in a wireless cable
          operator was sold.
          
          Note receivable amounts of $500,000 less the deferred portion of
          the same amount for both periods ended March 31, 1997 and June 30,
          1997 represent the balance due on the sale of a cellular license
          in which the Registrant received $2,500,000 on April 3, 1997.  No
          income has been recognized for the $500,000 Note Receivable
          as the timing and likelihood of collection cannot be readily 
          determined as of the date of this report.
          
          Current portion of long-term debts increased from $108,000 as of
          March 31, 1997 to $130,000 and the non-current portion increased
          $32,000 at June 30, 1997, compared to March 31, 1997,
          reflecting additional borrowing in the first quarter of fiscal
          1998.  
          
          As of March 31, 1997 there were 48,050 shares of Company stock
          options exercisable at $3.4375 per share.  There were no options
          exercised in the first quarter ended June 30, 1997.
          
          The backlog of unsold orders at June 30, 1997 totaled $2,765,000
          compared to $2,853,000 as of March 31, 1997 and $9,988,000 as of
          June 30, 1996.  The balance at June 30, 1996 included
          approximately $7,600,000 for the sub-contract for transmitters
          destined for Saudi Arabia.  The amount for this contract is
          $2,100,000 as of June 30, 1997 reflecting the amounts
          shipped and a reduction of orders as it is anticipated that the
          system will be changed to digital compression requiring less
          transmitters.
          
          The Registrant believes that its existing working capital coupled
          with cash flows from operations will be sufficient to fund
          anticipated working capital and debt payment requirements
          for fiscal 1998.
          
          As of June 30, 1997 the Company employed 60 people including 2
          part-time employees. This total compares to 95 people including 10
          part-time employees at June 30, 1996.
          
          SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
          REFORM ACT OF 1995
          
          Any statements contained in this report which are not historical
          facts are forward looking statements; and, therefore, many
          important factors could cause actual results to differ materially
          from those in the forward looking statements.  Such factors
<PAGE>
          include, but are not limited to, changes (legislative, regulatory
          and otherwise) in the MMDS or LPTV industry, demand for the
          Company's products (both domestically and internationally), the
          development of competitive products, competitive pricing, the
          timing of foreign shipments (including, but not limited to, the
          resumption and/or further modification of the subcontract for
          Saudi Arabia mentioned above), market acceptance of new product
          introductions (including, but not limited to, the Company's
          digital products), technological changes, economic conditions,
          litigation and other factors, risks and uncertainties identified
          in the Company's Securities and Exchange Commission filings.
          
                              PART II.  OTHER INFORMATION
          
          ITEM 1   LEGAL PROCEEDINGS
          
          In prior years an individual who was an officer, director and
          shareholder and the Company were named as defendants in various
          lawsuits instituted by certain shareholders based on incidents
          alleged to have occurred in the early-to-mid 1980's.  Of these
          lawsuits, all were either settled or were dismissed with prejudice
          and the appeal periods have expired.
          
          On July 7, 1995, one of the prior litigants initiated another
          claim against the Company and another individual who is a
          shareholder seeking actual damages of $700,000.  In September
          1995, the presiding judge in the Circuit Court of Cook County,
          Illinois ruled in favor of the Company to dismiss plaintiff's
          complaint with prejudice. It is unknown at this time whether an
          appeal will be taken.
          
          On January 16, 1997 the Registrant initiated a claim against a
          partnership and an individual seeking judgment in the principal
          amount of $2,100,000 plus interest and attorneys fees.  On
          March 27, 1997, the parties agreed to a settlement of $2,500,000
          to be paid (and which was paid) on April 3, 1997 and an additional
          $500,000 to be paid to the Company upon the occurrence of certain
          events, including a sale or material change in ownership of the
          obligor.
          
                                        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 thereto duly authorized.
<PAGE>
                             EMCEE BROADCAST PRODUCTS, INC.
                  

Date: August 6, 1997         /s/ JAMES L. DeSTEFANO
                             -----------------------  
                             JAMES L. DeSTEFANO
                             President/CEO

Date: August 6, 1997         /s/ ALLAN J. HARDING
                             ----------------------  
                             ALLAN J. HARDING
                             Vice President-Finance