SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C 20549

                                 FORM 10-K

(Mark one)
_X_  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended_______September 30, 2008_____________________________
                                    OR
__TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from____________to___________________________________

Commission file number__________________0-10976________________________________

______________________Microwave Filter Company, Inc____________________________
           (Exact name of registrant as specified in its charter)

__________New York__________________________16-0928443_________________________
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
   incorporation or organization)
_____6743 Kinne Street,  East Syracuse, NY________13057________________________
(Address of principal executive offices)          (Zip code)

Registrant's telephone number including area code____(315) 438-4700_____________

Securities registered pursuant to Section 12(b) of the Act:_____None____________

Securities registered pursuant to Section 12(g) of the Act:

____________________Common stock, par value $.10 per share_________________
                              Title of class

  Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.     YES ______     NO ___X___

  Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.    YES ______     NO ___X___

  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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  __

1
<page>



  Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company
(as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer ______ Accelerated filer ______
Non-accelerated filer ______ (Do not check if smaller reporting company)
Smaller reporting company ____X____.

  Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).  YES ____  NO__X__

  The aggregate market value of the voting stock held by non-affiliates of the
registrant, based on the closing price of the common stock on
December 1, 2008, was approximately $1,395,806.

  Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

  Shares of common stock outstanding at December 1, 2008:   2,648,451

DOCUMENTS INCORPORATED BY REFERENCE
     Part III: Portions of the Definitive Proxy Statement to be filed with the
Securities and Exchange Commission in connection with the solicitation of
proxies for the Company's 2009 Annual Meeting of Shareholders  are
incorporated by reference into Part III. (With the exception of those portions
which are specifically incorporated by reference in this Form 10-K, the Proxy
Statement is not deemed to be filed or incorporated by reference as part of
this report.)

2
<page>

                           PART I


ITEM 1. BUSINESS.

FORWARD-LOOKING CAUTIONARY STATEMENT
------------------------------------
  In an effort to provide investors a balanced view of the Company's current
condition and future growth opportunities, this Annual Report on Form 10-K may
include comments by the Company's management about future performance. These
statements which are not historical information are "forward-looking
statements" pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These, and other forward-looking statements,
are subject to business and economic risks and uncertainties that could cause
actual results to differ materially from those discussed. These risks and
uncertainties include, but are not limited to: risks associated with demand
for and market acceptance of existing and newly developed products as to which
the Company has made significant investments; general economic and industry
conditions; slower than anticipated penetration into the satellite
communications, mobile radio and commercial and defense electronics markets;
competitive products and pricing pressures; increased pricing pressure from
our customers; risks relating to governmental regulatory actions in broadcast,
communications and defense programs; as well as other risks and uncertainties,
including but not limited to those detailed from time to time in the Company's
Securities and Exchange Commission filings. These forward-looking statements
are made only as of the date hereof, and the Company undertakes no obligation
to update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise. You are encouraged to review
Microwave Filter Company's 2008 Annual Report and Form 10-K for the fiscal
year ended September 30, 2008 and other Securities and Exchange Commission
filings. Forward-looking statements may be made directly in this document or
"incorporated by reference" from other documents. You can find many of these
statements by looking for words like "believes," "expects," "anticipates,"
"estimates," or similar expressions.


GENERAL DEVELOPMENT OF BUSINESS
-------------------------------
  Microwave Filter Company, Inc. (hereinafter referred to as MFC) was
incorporated in New York State on September 26, 1967.  MFC is the successor of
Microwave Filter Company which was founded in April of 1967.

  On July 1, 1990, MFC acquired Niagara Scientific, Inc. (hereinafter referred
to as NSI.)

  MFC and its subsidiaries are sometimes referred to collectively as the
"Company."

3
<page>

NARRATIVE DESCRIPTION OF BUSINESS
----------------------------------
Microwave Filter Company, Inc. (MFC)

  Established in 1967 in East Syracuse, New York, MFC occupies a modern 40,000
square foot facility with an impressive complement of analytical and design
software, test instrumentation, prototype and manufacturing equipment to
create passive filters, components and sub systems in the frequency range of
10 MHz to 50 GHz.

  MFC manufactures RF filters and related components for eliminating
interference and facilitating signal processing for such markets as Cable
Television, Broadcast, Commercial and Military Communications, Avionics,
Radar, Navigation and Defense. The Company designs waveguide, stripline/
microstrip, transmission line, miniature/subminiature and lumped constant
filters. Configurations include bandpass, highpass, lowpass, bandstop,
multiplexers, tunable notch, tunable bandpass, high power filters, amplitude
equalized, delay equalized and filter networks.  The Company actively produces
over 1,700 standard products and has designed more than 5,000 custom products
for specialized applications.

  The manufacturing facility includes a modern CAD system, a test department
with automated network analyzers to 50 GHz, a high capacity conveyor soldering
oven and a fully compliant finishing operation. The Company's Quality
Management System has been certified ISO 9001:2000 recognizing the Company as
a quality vendor.

  Efficient computer simulation, design and analysis software enhanced by
proprietary MFC developed software, allow rapid and accurate filter
development at reasonable cost. Automated network analyzers provide rigorous
product testing and performance data storage on a serial number basis in most
cases.

  A network based CAD system allows the transfer of data and programs to the
CNC turning and milling centers for fabrication of machined parts. Prototype
PC boards are similarly produced by computer controlled PC board mills.

  A Grieve high capacity conveyor soldering oven is used for production of
large quantity assemblies while smaller production quantities are assembled at
hand soldering or brazing stations.

  ISO 9001:2000 contract and design review procedures coupled with a QA
department that is compliant with MIL-I-45208 inspection systems and MIL-STD-
45622 calibration system standards assures process and product integrity. A
certified staff instructor regularly trains associates to MIL-STD-2000A (now
superceded by J-STD-001.)

  Other in-house testing facilities include three environmental chambers
capable of testing products for temperatures of -40 to 200 degrees Celsius and
humidity up to 100 percent. Several high power amplifiers are available for
power tests up to 2500 watts at 220 MHz and 100 watts at 1,000 MHz. An
automated in-house anechoic chamber provides antenna pattern measurement
capability in the 2 to 8 GHz frequency range. Facilities are also available
for salt spray, sand and dust, shock and vibration, RFI leakage and altitude
testing.

4
<page>

MARKETS
-------

Microwave Filter Company, Inc. (MFC)
------------------------------------

  Cable Television (CATV) - MFC serves this market principally with three
product groups.  One popular area includes standard and custom filters used at
the headend to process signals and remove interference.  A very popular
application involves removing or re-routing TV channels to organize
programming line-ups.

  A family of trap filters, "Fastrap," is used by cable operators to restrict
or permit the viewing of pay per view or other premium programming.  The traps
can be ordered in small and large quantities, are 100% inspected and delivered
overnight.

  Since all cable operators initially receive programming via satellite,
products from our satellite market cross over into the cable television
market. C-band satellite receive systems are prone to various types of
terrestrial interference which are curable in many cases by applying MFC
bandpass filters.

  The CATV marketplace is changing due to the transition from analog to
digital television. Digital Televison (DTV) is a new type of broadcasting
technology that will transform television viewing. DTV enables broadcasters to
offer television with movie-quality picture and sound. It also offers greater
multicasting and interactive capabilities. DTV is a more flexible and spectrum
efficient technology than the current NTSC "analog" broadcast system. Rather
than being limited to providing one analog programming channel, a broadcaster
will be able to provide a super sharp "high definition" (HDTV) program or
multiple "standard definition" DTV programs simultaneously using the RF
spectrum more efficiently. Providing several program streams on one broadcast
channel is called "multicasting." The number of programs a station can send on
one digital channel depends on the level of picture detail, also known as
"resolution." DTV can provide interactive video and data services that are not
possible with "analog" technology. Converting to DTV will eventually free up
parts of the scarce and valuable broadcast airwaves. Those portions of the
spectrum can then be used for other important services, such as advanced
wireless and public safety services (police, fire, rescue squads, etc.).
Televison stations serving all markets in the United States are currently
airing digital television programming, although they still must provide analog
programming until the target date set by Congress for completion of the
transition to DTV - February 17, 2009. That date may be extended, however,
until most homes (85%) in an area are able to watch the DTV programming. At
that point, broadcasting on the current (analog) channels will end and that
spectrum will be put to other uses reducing the need for analog filters which
MFC currently supplies. Until the transition to DTV is complete, television
stations will continue broadcasting on both their digital and analog channels.
MFC has developed and is supplying filters for digital television; however,
the demand for these filters is unknown at this time.

  Broadcast - Several areas of broadcast are served by Microwave Filter
Company with the most active being in the MDS/MMDS and UHF bands.

5
<page>

  Formally used for Wireless Cable, the MDS/MMDS bands are now becoming
popular for use by Internet Service Providers (ISP). Wireless Cable was a
video delivery service that attempted to compete with cable television with
limited success. This service delivered programming over-the-air using
microwave frequencies. Television programming is received via a small rooftop
antenna. The signals are then down converted for reception by the television
set. At the home, the equipment looks the same as that supplied by a cable
television company with the exception of the rooftop antenna. Currently the
trend is to use the same concept to provide internet service to the home
(receive only).

  The most significant product sold to this market is our channel combiner
used at the broadcast site to reduce tower costs.  By combining channels at
the transmitter site, additional expensive coaxial or waveguide runs up the
tower become unnecessary. It remains to be seen whether activity will be
popular in these bands.

  MFC offers the widest selection of channel combiners to meet a variety of
system specifications.  Combiners in different configurations and constructed
of different materials offer the operator better or best options depending on
budget or other system requirements.

  Radio and Television Broadcast - MFC primarily serves these broadcast areas
with interference filters to reduce equipment harmonics and combiners for low
power UHF applications. Other broadcast areas served also include AML,
telemetry and STL/ENG relays.

  Similar to cable television, the broadcast industry is also moving towards
the digital delivery of both audio and video broadcast.

  Satellite - Microwave filters and IF filters for removing interference are
provided to both commercial and home C-band TVRO antennas.  A variety of
products are available that offer protection and or solutions to interference
that affects the feedhorn, downconverter, and receiver. A variety of filters
are also available for satellite services utilizing higher frequency bands
such as 12, 13 and 18 GHz.

  Mobile Radio and Data Links - MFC provides filters to a variety of mobile
radio services such as cellular telephone, two way radio and paging to
eliminate interference in transmit or receive equipment. More recently there
has been demand for filters and diplexers for broadband microwave applications
for Voice Over Internet Protocol ("VOIP") With the number of services
increasing and ISP use. The advent of license exempt applications has
increased the need for interference filtering. With the number of services
increasing and our air waves becoming more congested, filters are increasingly
important to many transmit operations.

  RF and Microwave - This market encompasses both commercial and military
applications.  Filters in defense applications are used for such purposes as
air to ground communications, radar and land communications.  In commercial
areas, filters are used to protect such equipment as receivers, transmitters,
transceivers and any other electronics used for signal processing. In addition
to filters, this market is also served with MFC's Ferrosorb product line.
Ferrosorb is a microwave absorbing material available in sheets, loads and a
variety of other shapes.  The product is used to offer protection by shielding
signals or absorbing selective bands.

6
<page>

  In 1992, MFC's acquisition of certain assets of Chesterfield Products added
an expanded line of products to enhance the RF filter line.  Many of MFC's
traditional filters are components added onto a system.  Chesterfield provided
MFC with the capability to manufacture miniature and subminiature filters
which are components built into electronic systems.  Another Chesterfield
capability has provided us with the resources to expand our filter design
range down to 5 KHz.

  There has been an increased demand for filters in the OEM (Original
Equipment Manufacturer) market. In response to this demand, MFC has purchased
new design, fabrication and test equipment to design filters up to 50 GHz. OEM
orders are larger than those received for other markets and facilities such as
a soldering oven have been added in the manufacturing area for large volume
production.

WORLD TRADE
-----------

  Management believes that world marketing is a route to substantial expansion
of sales for MFC. Significant efforts have been made over the last year to
identify key international markets and to establish distributors with
appropriate technical backgrounds to represent our products in those regions.
The Company's international sales increased $177,622 or 42.4% to $596,321 for
the fiscal year ended September 30, 2008 when compared to international sales
of $418,699 during the fiscal year ended September 30, 2007.

SUPPLIERS
---------

  The Company depends on outside suppliers for raw materials, components and
parts, and services. Although items are generally available from a number of
suppliers, the Company purchases certain raw materials and components from a
single supplier. If such a supplier should cease to supply an item, the
Company believes that new sources could be found to provide the raw materials
and components. However, manufacturing delays and added costs could result.
The Company has not experienced significant delays of this nature in the past,
but there can be no assurance that delays in delivery due to supply shortages
will not occur in the future. Substantial periods of lead time for delivery of
certain materials are sometimes experienced by the Company, making it
necessary to inventory varied quantities of materials.

PATENTS AND LICENSES
--------------------

 The Company has no patents, trademarks, copyrights, licenses or franchises of
material importance.

SEASONAL FLUCTUATIONS
---------------------

  There are no significant seasonal fluctuations in the Company's business.

GOVERNMENT CONTRACTS
--------------------

  The Company is not dependent in any material respect on government contracts.

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<page>

EXPORT CONTROLS
---------------

  Our products are subject to the Export Administration Regulations ("EAR")
administered by the U.S. Department of Commerce and may, in certain instances,
be subject to the International Traffic in Arms Regulations ("ITAR")
administered by the U.S. Department of State. EAR restricts the export of
defense products, technical data and defense services. We believe that we have
implemented internal export procedures and controls in order to achieve
compliance with the applicable U.S. export control regulations.

ENVIRONMENTAL REGULATION
------------------------

  Compliance with federal, state and local requirements relating to the
discharge of substances into the environment, the disposal of hazardous waste
and other activities affecting the environment has been accomplished without
material effect on the Company's liquidity and capital resources, competitive
position or financial statements and management believes that such compliance
will not have a material effect on the Company's liquidity and capital
resources, competitive position or financial statements in the future.

BACKLOG
-------

  At September 30, 2008, the Company's total backlog of orders, which
represents firm orders from customers, was $415,911 compared to $502,760 at
September 30, 2007. The total Company backlog at September 30, 2008 is
scheduled to ship during fiscal 2009. However, backlog is not necessarily
indicative of future sales. Accordingly, the Company does not believe that its
backlog as of any particular date is representative of actual sales for any
succeeding period.

EMPLOYEES
---------

  At September 30, 2008, the Company employed 49 full-time and 4 part-time
employees.

RESEARCH AND DEVELOPMENT
------------------------

  The Company maintains and expects to continue to maintain an active research
and development program.  The Company believes that such a program is needed
to maintain its competitive position in existing markets and to provide
products for emerging markets.  Costs in connection with research and
development were $473,957, $461,954 and $420,570 for the fiscal years 2008,
2007 and 2006, respectively. Research and development costs are charged to
operations as incurred.

COMPETITION
-----------

  The principal competitive factors facing both MFC and NSI are price,
technical performance, service and the ability to produce in quantity to
specific delivery schedules. Based on these factors, the Company believes it
competes favorably in its markets.

8
<page>

AVAILABLE INFORMATION
---------------------
  Our Internet address is www.microwavefilter.com. There we make available,
free of charge, our annual report on Form 10-K, quarterly reports on Form 10-
Q, current reports on Form 8-K and any amendments to those reports, as soon as
reasonably practicable after we electronically file such material with, or
furnish it to, the Securities and Exchange Commission (SEC). Our SEC reports
can be accessed through the investor relations link of our Web site. The
information found on our Web site is not part of this or any other report we
file with or furnish to the SEC.

  The public may read and copy any materials that we file with the SEC at the
SEC's Public Reference Room located at 450 Fifth Street NW, Washington, DC
20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains
electronic versions of our reports on its website at www.sec.gov.


ITEM 1A. RISK FACTORS

  Not applicable.


ITEM 1B. UNRESOLVED STAFF COMMENTS

  None.


ITEM 2. PROPERTIES.

  MFC's office and manufacturing facility is located at 6743 Kinne Street,
East Syracuse, New York.  This facility, which is owned by MFC, consists of
40,000 square feet of office and manufacturing space located on 3.7 acres.


ITEM 3. LEGAL PROCEEDINGS.

  There are currently no material pending legal proceedings against the
Company or its subsidiaries.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

  During the fourth quarter of the fiscal year covered by this Form 10-K, there
were no matters submitted to a vote of security holders.

9
<page>

                           PART II


ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.


  The Company's securities are currently quoted on The Pink Sheets
(www.pinksheets.com), an electronic quotation service for securities traded
over-the-counter, and the OTCBB (www.otcbb.com).

  The following table shows the high and low closing sales prices for MFC's
common stock for each full quarterly period within the two most recent fiscal
years. The information set forth was obtained from statements provided by the
NASD and the OTCBB. The quotations represent prices in the over-the-counter
market between dealers in securities.  They do not include retail mark-ups,
mark-downs or commissions.


Fiscal 2008                        High      Low

Oct. 1, 2007 to Dec. 31, 2007   $  .94    $  .60
Jan. 1, 2008 to Mar. 31, 2008      .94       .70
Apr. 1, 2008 to June 30, 2008      .96       .56
July 1, 2008 to Sept. 30, 2008     .85       .65


Fiscal 2007                        High      Low

Oct. 1, 2006 to Dec. 31, 2006   $  1.67   $  1.07
Jan. 1, 2007 to Mar. 31, 2007      1.25       .88
Apr. 1, 2007 to June 30, 2007      1.00       .73
July 1, 2007 to Sept. 30, 2007      .94       .76


  The Company had approximately 650 holders of record of its common stock at
September 30, 2008.

  Payment of future dividends, if any, will be at the discretion of the Board
of Directors after taking into consideration various factors, including the
Company's financial condition, operating results and current and anticipated
cash needs.

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<page>

  On April 9, 1998, the Board of Directors and Shareholders of Microwave
Filter Company, Inc. approved the 1998 Microwave Filter Company, Inc.
Incentive Stock Plan (the "1998 Plan"). Under the 1998 Plan, the Company may
grant incentive stock options ("ISOs"), non-qualified stock options ("NQSOs")
and stock appreciation rights to directors, officers and employees of the
Company and its affiliates. The 1998 Plan reserved 150,000 shares for
issuance. The exercise price of the ISOs and NQSOs will be 100% of the fair
market value of the Common Stock on the date the ISOs and NQSOs are granted.
On June 21, 2004, the Board of Directors granted ISOs totaling 115,000 shares
and NQSOs totaling 35,000 shares at an exercise price of $1.47. All options
were 100% vested. The 1998 Plan terminated on April 10, 2008.

  Additional information regarding our stock option plan and plan activity for
2008 is provided in our consolidated financial statements. See "Notes to
Consolidated Financial Statements, Note 9 - Stock options."



ITEM 6. SELECTED FINANCIAL DATA.

  The following selected financial information is derived from and should be
read in conjunction with the financial statements, including the notes
thereto, appearing in Item 8. - "Financial Statements and Supplemental Data."



Five Year Summary of Financial Data


<TABLE>
<CAPTION>
                                                           September 30
                                     2008         2007         2006          2005         2004
<S>                              <C>          <C>          <C>           <C>           <C>
Net Sales                        $ 5,231,125  $ 4,634,233  $ 4,536,715   $ 5,533,398   $ 4,876,219
Net Income (Loss)                $    39,516  $  (292,993) $  (411,349)  $   312,211   $  (176,317)
Total Assets                     $ 2,816,736  $ 2,826,042  $ 3,126,373   $ 3,983,652   $ 3,626,605
Long Term Debt                   $         0  $         0  $         0   $         0   $         0
Basic Earnings (Loss)
 Per Share                       $       .01  $      (.10) $      (.14)  $       .11   $      (.06)
Diluted Earnings (Loss)
 Per Share                       $       .01  $      (.10) $      (.13)  $       .10   $      (.06)
Shares Used In Computing Net
 Earnings (Loss) Per Share:
 Basic                             2,894,214    2,899,660    2,905,355     2,908,503     2,904,669
 Diluted                           2,967,274    3,038,098    3,043,903     3,049,115     2,946,482
Cash ($) Dividends Paid Per
   Share                         $       .00  $       .00  $       .10   $       .00   $       .00



Net income (loss) as a percentage of:   2008         2007         2006         2005          2004
Net Sales..........................     0.7%        (6.3%)       (9.1%)        5.6%         (3.6%)
Assets   ..........................     1.4%       (10.4%)      (13.2%)        7.8%         (4.9%)
Equity.............................     1.7%       (12.6%)      (15.7%)        9.4%         (5.9%)

</TABLE>

11
<page>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

  Microwave Filter Company, Inc. (MFC) operates primarily in the United States
and principally in one industry. The Company extends credit to business
customers, including original equipment manufacturers (OEMs), distributors and
other end users, based upon ongoing credit evaluations. Microwave Filter
Company, Inc. designs, develops, manufactures and sells electronic filters,
both for radio and microwave frequencies, to help process signal distribution
and to prevent unwanted signals from disrupting transmit or receive
operations. Markets served include cable television, television and radio
broadcast, satellite broadcast, mobile radio and commercial and defense
electronics. Niagara Scientific, Inc. (NSI), a wholly owned subsidiary, custom
designs case packing machines to automatically pack products into shipping
cases. Customers are processors of food and other commodity products with a
need to reduce labor cost with a modest investment and quick payback. For the
last three years, NSI's sales have consisted of spare parts orders.


RESULTS OF OPERATIONS
---------------------

  The following table sets forth the Company's net sales by major product
groups for each of the fiscal years in the three year period ended September
30, 2008.


Product group (in thousands) Fiscal 2008    Fiscal 2007   Fiscal 2006

Microwave Filter:
  Cable TV                      $1,958         $1,922        $1,882
  RF/Microwave                   1,532          1,497         1,624
  Satellite                      1,549            989           893
  Broadcast TV                     185            191           116
Niagara Scientific                   7             35            21
                                ------         ------        ------
    Total                       $5,231         $4,634        $4,536
                                ======         ======        ======
Sales backlog at 9/30           $  416         $  503        $  732
                                ======         ======        ======

Fiscal 2008 compared to fiscal 2007

  Consolidated net sales for the fiscal year ended September 30, 2008 equaled
$5,231,125, an increase of $596,892 or 12.9%, when compared to consolidated
net sales of $4,634,233 during the fiscal year ended September 30, 2007.

12
<page>

  MFC's Cable TV product sales increased $35,515 or 1.8% to $1,957,720 during
the fiscal year ended September 30, 2008 when compared to Cable TV product
sales of $1,922,205 during the fiscal year ended September 30, 2007. Despite
the increase in sales, management continues to project a decrease in demand
for Cable TV products due to the shift from analog to digital television.
Digital Televison (DTV) is a new type of broadcasting technology that will
transform television viewing. DTV enables broadcasters to offer television
with movie-quality picture and sound. It also offers greater multicasting and
interactive capabilities. DTV is a more flexible and efficient technology than
the current NTSC "analog" broadcast system. Rather than being limited to
providing one analog programming channel, a broadcaster will be able to
provide a super sharp "high definition" (HDTV) program or multiple "standard
definition" DTV programs simultaneously using the RF spectrum more
efficiently. Providing several program streams on one broadcast channel is
called "multicasting." The number of programs a station can send on one
digital channel depends on the level of picture detail, also known as
"resolution." DTV can provide interactive video and data services that are not
possible with "analog" technology. Converting to DTV will eventually free up
parts of the scarce and valuable broadcast airwaves. Those portions of the
spectrum can then be used for other important services, such as advanced
wireless and public safety services (police, fire, rescue squads, etc.).
Televison stations serving all markets in the United States are currently
airing digital television programming, although they still must provide analog
programming until the target date set by Congress for completion of the
transition to DTV - February 17, 2009. That date may be extended, however,
until most homes (85%) in an area are able to watch the DTV programming. At
that point, broadcasting on the current (analog) channels will end and that
spectrum will be put to other uses reducing the need for analog filters which
MFC currently supplies. Until the transition to DTV is complete, television
stations will continue broadcasting on both their digital and analog channels.
MFC has developed and is supplying filters for digital television; however,
the demand for these filters is unknown at this time.

  MFC's RF/Microwave product sales increased $35,777 or 2.4% to $1,532,711
during the fiscal year ended September 30, 2008 when compared to sales of
$1,496,934 during the fiscal year ended September 30, 2007. The Company's
RF/Microwave products are primarily sold to original equipment manufacturers
(OEMs) that serve the mobile radio and commercial and defense electronics
markets. Typical customers include the U.S. Government, General Dynamics,
Motorola, Rockwell Collins, Lockheed Martin, Northrup Gruman and Raytheon. The
Company continues to invest in production engineering and infrastructure
development to penetrate OEM market segments as they become popular. MFC is
concentrating its technical resources and product development efforts toward
potential high volume customers as part of a concentrated effort to provide
substantial long-term growth.

  MFC's Satellite product sales increased $560,310 or 56.7% to $1,548,838
during the fiscal year ended September 30, 2008 when compared to sales of
$988,528 during the fiscal year ended September 30, 2007. The increase can be
attributed to an increase in demand for filters which suppress strong out-of-
band interference caused by military and civilian radar systems and other
sources. Management expects demand for these types of filters to continue with
the proliferation of earth stations world wide and increased sources of
interference.

13
<page>

  MFC's Broadcast TV product sales decreased $6,250 or 3.3% to $184,910 for
the fiscal year ended September 30, 2008 when compared to sales of $191,160
for the fiscal year ended September 30, 2007 primarily due to a decrease in
demand for UHF Broadcast products.

   At September 30, 2008, the Company's total backlog of orders, which
represents firm orders from customers, equaled $415,911 compared to $502,760
at September 30, 2007. The total Company backlog at September 30, 2008 is
scheduled to ship during fiscal 2009. However, backlog is not necessarily
indicative of future sales. Accordingly, the Company does not believe that its
backlog as of any particular date is representative of actual sales for any
succeeding period.

  Gross profit increased $338,471 or %21.2 to $1,937,219 during the fiscal
year ended September 30, 2008 when compared to gross profit of $1,598,748
during the fiscal year ended September 30, 2007. As a percentage of sales,
gross profit increased to 37.0% during the fiscal year ended September 30,
2008 compared to 34.5% during the fiscal year ended September 30, 2007. The
increase in gross profit can primarily be attributed to the higher sales
volume this year allowing the Company to better absorb fixed expenses.

  Selling, general and administrative (SG&A) expenses decreased $16,589 or
0.8% to $1,939,422 during the fiscal year ended September 30, 2008 when
compared to SG&A expenses of $1,956,011 during the fiscal year ended September
30, 2007. As a percentage of sales, SG&A expenses decreased to 37.1% during
fiscal 2008 when compared to 42.2% during fiscal 2007 due primarily to the
higher sales volume this year when compared to last year.

  Income from operations improved $355,060 to a loss from operations of $2,203
during the fiscal year ended September 30, 2008 when compared to a loss from
operations of $357,263 during the fiscal year ended September 30, 2007. The
improvement can primarily be attributed to the higher sales volume this year
when compared to last year.

  Other income decreased $22,676 to $42,244 for the fiscal year ended
September 30, 2008 when compared to other income of $64,920 for the fiscal
year ended September 30, 2007. Other income is primarily interest income
earned on invested cash balances. The decrease in other income can primarily
be attributed to lower market interest rates when compared to the same period
last year. Other income may fluctuate based on market interest rates and
levels of invested cash balances.

  The Company recorded a provision for income taxes of $525 for the fiscal
year ended September 30, 2008 compared to a provision for income taxes of $650
for the fiscal year ended September 30, 2007. As required by Statement of
Financial Accounting Standards No. 109, the Company has evaluated the positive
and negative evidence bearing upon the realization of its deferred tax assets.
The Company has determined that, at this time, it is more likely than not that
the Company will not realize all of the benefits of federal and state deferred
tax assets, and, as a result, a valuation allowance was established.

14
<page>

Fiscal 2007 compared to fiscal 2006

  Consolidated net sales for the fiscal year ended September 30, 2007 equaled
$4,634,233, an increase of $97,518 or 2.1%, when compared to consolidated net
sales of $4,536,715 during the fiscal year ended September 30, 2006.

  Microwave Filter Company, Inc. (MFC) sales increased $83,325 or 1.8% to
$4,598,827 during the fiscal year ended September 30, 2007 when compared to
sales of $4,515,502 during the fiscal year ended September 30, 2006.

  MFC's Cable TV product sales increased $40,339 or 2.1% to $1,922,205 during
the fiscal year ended September 30, 2007 when compared to Cable TV product
sales of $1,881,866 during the fiscal year ended September 30, 2006. Despite
the increase in sales, management continues to project a decrease in demand
for Cable TV products due to the shift from analog to digital television.
Digital Televison (DTV) is a new type of broadcasting technology that will
transform television viewing. DTV enables broadcasters to offer television
with movie-quality picture and sound. It also offers greater multicasting and
interactive capabilities. DTV is a more flexible and efficient technology than
the current NTSC "analog" broadcast system. Rather than being limited to
providing one analog programming channel, a broadcaster will be able to
provide a super sharp "high definition" (HDTV) program or multiple "standard
definition" DTV programs simultaneously using the RF spectrum more
efficiently. Providing several program streams on one broadcast channel is
called "multicasting." The number of programs a station can send on one
digital channel depends on the level of picture detail, also known as
"resolution." DTV can provide interactive video and data services that are not
possible with "analog" technology. Converting to DTV will eventually free up
parts of the scarce and valuable broadcast airwaves. Those portions of the
spectrum can then be used for other important services, such as advanced
wireless and public safety services (police, fire, rescue squads, etc.).
Televison stations serving all markets in the United States are currently
airing digital television programming, although they still must provide analog
programming until the target date set by Congress for completion of the
transition to DTV - February 17, 2009. That date may be extended, however,
until most homes (85%) in an area are able to watch the DTV programming. At
that point, broadcasting on the current (analog) channels will end and that
spectrum will be put to other uses reducing the need for analog filters which
MFC currently supplies. Until the transition to DTV is complete, television
stations will continue broadcasting on both their digital and analog channels.
MFC has developed and is supplying filters for digital television; however,
the demand for these filters is unknown at this time.

  MFC's RF/Microwave product sales decreased $127,501 or 7.8% to $1,496,934
during the fiscal year ended September 30, 2007 when compared to sales of
$1,624,435 during the fiscal year ended September 30, 2006. The decrease can
be attributed to a decrease in sales to the U. S. Government. For the twelve
months ended September 30, 2007, sales to the U.S. Government equaled $200,681
compared to sales to the U.S. Government of $447,971 during the twelve months
ended September 30, 2006. The Company's RF/Microwave products are primarily
sold to original equipment manufacturers (OEMs) that serve the mobile radio
and commercial and defense electronics markets. Typical customers include the
U.S. Government, General Dynamics, Motorola, Rockwell Collins, Lockheed
Martin, Northrup Gruman and Raytheon. The Company continues to invest in
production engineering and infrastructure development to penetrate OEM market
segments as they become popular. MFC is concentrating its technical resources
and product development efforts toward potential high volume customers as part
of a concentrated effort to provide substantial long-term growth.

15
<page>

  MFC's Satellite product sales increased $95,811 or 10.7% to $988,528 during
the fiscal year ended September 30, 2007 when compared to sales of $892,717
during the fiscal year ended September 30, 2006. The increase can be
attributed to the introduction of new products and an increase in demand for
filters which suppress strong out-of-band interference caused by military and
civilian radar systems and other sources. Management expects demand for these
types of filters to continue with the proliferation of earth stations world
wide and increased sources of interference.

  MFC's Broadcast televison (BTV)/Wireless cable product sales increased
$74,676 or 64.1% to $191,160 for the fiscal year ended September 30, 2007 when
compared to sales of $116,484 for the fiscal year ended September 30, 2006
primarily due to an increase in demand for UHF Broadcast products.

  Niagara Scientific, Inc. (NSI) sales increased $14,193 or 66.9% to $35,406
for the fiscal year ended September 30, 2007 when compared to sales of $21,213
for the fiscal year ended September 30, 2006. NSI sales consisted primarily of
spare part orders during fiscal 2007. NSI has been concentrating on quoting
low risk jobs in an effort to maintain targeted profit margins. Although this
may impact sales levels, it should improve profit margins and also allow
engineering resources to focus on higher priorities. Based on backlog, recent
quote activity and the general economic climate, management is expecting
little, if any, growth in sales for NSI for fiscal 2008.

  At September 30, 2007, the Company's total backlog of orders, which
represents firm orders from customers, equaled $502,760 compared to $731,941
at September 30, 2006. The total Company backlog at September 30, 2007 is
scheduled to ship during fiscal 2008. However, backlog is not necessarily
indicative of future sales. Accordingly, the Company does not believe that its
backlog as of any particular date is representative of actual sales for any
succeeding period.

  Gross profit increased $105,753 or %7.1 to $1,598,748 during the fiscal year
ended September 30, 2007 when compared to gross profit of $1,492,995 during
the fiscal year ended September 30, 2006. As a percentage of sales, gross
profit increased to 34.5% during the fiscal year ended September 30, 2007
compared to 32.9% during the fiscal year ended September 30, 2006. The
increases in gross profit can be attributed to the higher sales volume, lower
direct labor costs due to efficiency and lower depreciation expense this year
when compared to last year.

  Selling, general and administrative (SG&A) expenses decreased $66,474 or
3.3% to $1,956,011 during the fiscal year ended September 30, 2007 when
compared to SG&A expenses of $2,022,485 during the fiscal year ended September
30, 2006. The decrease can primarily be attributed to lower printing and
mailing costs this year when compared to the same period last year. As a
percentage of sales, SGA expenses decreased to 42.2% during fiscal 2007 when
compared to 44.6% during fiscal 2006 due to both the higher sales volume and
the lower expenses.

  Income from operations improved $172,227 to a loss of $357,263 during the
fiscal year ended September 30, 2007 when compared to a loss from operations
of $529,490 during the fiscal year ended September 30, 2006. The improvement
can primarily be attributed to the higher sales volume and lower SGA expenses
this year when compared to last year.

16
<page>

  Other income decreased $15,689 to $64,920 for the twelve months ended
September 30, 2007 compared to other income of $80,609 for the twelve months
ended September 30, 2006. Other income is primarily interest income earned on
invested cash balances. The decrease in other income can primarily be
attributed to lower invested cash balances when compared to the same period
last year. Other income may fluctuate based on market interest rates and
levels of invested cash balances.

  The Company recorded a provision for income taxes of $650 for the fiscal
year ended September 30, 2007 compared to a benefit for income taxes of
$37,532, or an effective rate of (8.4%)%, for the fiscal year ended September
30, 2006. As required by Statement of Financial Accounting Standards No. 109,
the Company has evaluated the positive and negative evidence bearing upon the
realization of its deferred tax assets. The Company has determined that, at
this time, it is more likely than not that the Company will not realize all of
the benefits of federal and state deferred tax assets, and, as a result, a
valuation allowance was established.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

  MFC defines liquidity as the ability to generate adequate funds to meet its
operating and capital needs.  The Company's primary source of liquidity has
been funds provided by operations.

                                          September 30
                                 2008         2007         2006
Cash & cash equivalents      $1,417,271   $1,266,979     $705,646
Investments                          $0           $0     $798,544
Working capital              $1,961,413   $1,876,807   $2,063,269
Current ratio                 5.24 to 1    4.69 to 1    5.05 to 1
Long-term debt                  $     0      $     0      $     0


  Cash and cash equivalents increased $150,292 to $1,417,271 at September 30,
2008 when compared to $1,266,979 at September 30, 2007. The increase was a
result of $182,704 in net cash provided by operating activities, $29,747 in
net cash used for capital expenditures and $2,665 in net cash used to purchase
treasury stock.

  The net decrease of $64,666 in accounts receivable at September 30, 2008,
when compared to September 30, 2007, can primarily be attributable to an
improvement in  accounts receivable collections during the quarter ended
September 30, 2008 when compared to the quarter ended September 30, 2007.

  The net decrease of $60,242 in inventories at September 30, 2008, when
compared to September 30, 2007, can primarily be attributed to the Company's
sales order backlog and our customer's scheduled delivery dates.

  The Company provides for a valuation reserve for certain inventory that is
deemed to be obsolete, of excess quantity or otherwise impaired. The Company's
inventory valuation reserves equaled $404,457 at September 30, 2008 compared
to $389,726 at September 30, 2007. The increase of $14,731 in inventory
reserves at September 30, 2008 can primarily be attributed to the slow
movement of certain inventory items due to a decrease in demand. Based on
current and expected inventory levels, management believes any change to the
inventory valuation reserves will not have a material impact on future results
of operations, capital resources or liquidity. All such inventory items are
written down to their estimated net realizable value.

17
<page>

   At September 30, 2008, the Company had unused aggregate lines of credit
totaling $750,000 collateralized by all inventory, equipment and accounts
receivable.

  Management believes that its working capital requirements for the foreseeable
future will be met by its existing cash balances, future cash flows from
operations and its current credit arrangements.




Off-Balance Sheet Arrangements

   At September 30, 2008 and 2007, the Company did not have any unconsolidated
entities or financial partnerships, such as entities often referred to as
structured finance or special purpose entities, which might have been
established for the purpose of facilitating off-balance sheet arrangements.

18
<page>

Critical Accounting Policies

  The Company's consolidated financial statements are based on the application
of accounting principles generally accepted in the United States of America
(GAAP). GAAP requires the use of estimates, assumptions, judgments and
subjective interpretations of accounting  principles that have an impact on
the assets, liabilities, revenue and expense  amounts  reported.  The Company
believes its use of estimates and underlying  accounting assumptions adhere to
GAAP and are consistently applied. Valuations based on estimates are reviewed
for reasonableness and adequacy on a consistent  basis  throughout  the
Company. Primary areas where financial information of the Company is subject
to the use of estimates, assumptions and the application  of judgment include
revenues, receivables, inventories, and taxes.

  Revenues from product sales are recorded as the products are shipped and
title and risk of loss have passed to the customer, provided that no
significant vendor or post-contract support obligations remain and the
collection of the related receivable is probable. Billings in advance of the
Company's performance of such work are reflected as customer deposits in the
accompanying consolidated balance sheet.

  Allowances for doubtful accounts are based on estimates of losses related to
customer receivable balances.  The establishment of reserves requires the use
of judgment and assumptions regarding the potential for losses on receivable
balances.

  The Company's inventories are valued at the lower of cost or market.  The
Company uses certain estimates and judgments and considers several factors
including product demand and changes in technology to provide for excess and
obsolescence reserves to properly value inventory.

  The Company established a warranty reserve which provides for the estimated
cost of product returns based upon historical experience and any known
conditions or circumstances. Our warranty obligation is affected by product
that does not meet specifications and performance requirements and any related
costs of addressing such matters.

  The Company has deferred tax assets that are reviewed for recoverability and
valued accordingly. These assets are evaluated by using estimates of future
taxable income streams and the impact of tax planning strategies. Valuations
related to tax accruals and assets can be impacted by changes to tax codes,
changes in statutory tax rates and the Company's future taxable income levels.
The Company has provided a full valuation allowance against its deferred tax
assets.

19
<page>

NEW ACCOUNTING PRONOUNCEMENTS
-----------------------------

  In February 2007, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities, including an amendment
of FASB Statement No. 115".  SFAS 159 permits entities to choose to measure
many financial instruments and certain other items at fair value at specified
election dates.  This Statement applies to all entities, including not-for-
profit organizations.  SFAS 159 is effective as of the beginning of an
entity's first fiscal year that begins after November 15, 2007. As such, the
Company is required to adopt these provisions at the beginning of the fiscal
year ended September 30, 2009. The Company is currently evaluating the impact
of SFAS 159 on its consolidated financial statements.

  FASB Interpretation 48 ("FIN 48") was issued in July 2006 to clarify the
criteria for recognizing tax benefits under FASB Statement No. 109, Accounting
for Income Taxes. The Interpretation defines the threshold for recognizing the
benefits of tax-return positions in the financial statements as "more-likely-
than-not" to be sustained by the taxing authority and will affect many
companies' reported results and their disclosures of uncertain tax positions.
The Interpretation does not prescribe the type of evidence required to support
meeting the more-likely-than-not threshold, stating that it depends on the
individual facts and circumstances. The benefit recognized for a tax position
meeting the more-likely-than-not criterion is measured based on the largest
benefit that is more than 50 percent likely to be realized. The measurement of
the related benefit is determined by considering the probabilities of the
amounts that could be realized upon ultimate settlement, assuming the taxing
authority has full knowledge of all relevant facts and including expected
negotiated settlements with the taxing authority. FIN 48 applies to fiscal
years beginning after December 31, 2006, with earlier adoption permitted. The
Company adopted FIN 48 in the first quarter of fiscal year 2008 and the
adoption did not have a material impact on its consolidated financial
statements.

  Fair Value Measurements. In September 2006, the FASB published Statement of
Financial Accounting No. 157, Fair Value Measurements. This Statement
establishes a single authoritative definition of fair value, sets out a
framework for measuring fair value, and requires additional disclosures about
fair-value measurements. The Statement applies only to fair-value measurements
that are already required or permitted by other accounting standards and is
expected to increase the consistency of those measurements. It will also
affect current practices by nullifying the Emerging Issues Task Force (EITF)
guidance that prohibited recognition of gains or losses at the inception of
derivative transactions whose fair value is estimated by applying a model and
by eliminating the use of "blockage" factors by brokers, dealers, and
investment companies that have been applying AICPA Guides. The Statement is
effective for fair-value measures already required or permitted by other
standards for financial statements issued for fiscal years beginning after
November 15, 2007 (the Company's fiscal 2009) and interim periods within those
fiscal years. Early application is permissible only if no annual or interim
financial statements have been issued for the earlier periods. The
requirements of the Statement are applied prospectively, except for changes in
fair value related to estimating he fair value of a large block position and
instruments measured at fair value at initial recognition based on transaction
price in accordance with EITF 02-3 or Statement 155.

20
<page>

  In December 2007, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard ("SFAS") No. 160, "Noncontrolling Interests
in Consolidated Financial Statements, an amendment of ARB No. 51".  SFAS 160
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary and for the deconsolidation of a subsidiary.  SFAS 160 is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008.  As such, the Company is required to
adopt these provisions at the beginning of the fiscal year ended September 30,
2010.  The Company is currently evaluating the impact of SFAS 160 on its
consolidated financial statements.

  In December 2007, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard ("SFAS") No. 141(R), "Business Combinations".
SFAS 141(R) establishes principles and requirements for how the acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree, recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase, and determines what information
to disclose to enable users of the financial statements to evaluate the nature
and financial effects of the business combination.  SFAS 141(R) is effective
for fiscal years, and interim periods within those fiscal years, beginning on
or after December 15, 2008.  As such, the Company is required to adopt these
provisions at the beginning of the fiscal year ended September 30, 2010.  The
Company is currently evaluating the impact of SFAS 141(R) on its consolidated
financial statements but does not expect it to have a material effect.

  In March 2008, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 161, "Disclosures
about Derivative Instruments and Hedging Activities-an amendment of FASB
Statement No. 133".  SFAS 161 requires enhanced disclosures about an entity's
derivative and hedging activities. SFAS 161 is effective for financial
statements issued for fiscal years and interim periods beginning after
November 15, 2008 with early application encouraged. As such, the Company is
required to adopt these provisions at the beginning of the fiscal year ended
September 30, 2010. The Company is currently evaluating the impact of SFAS 161
on its consolidated financial statements but does not expect it to have a
material effect.

  In May 2008, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ("SFAS") No. 162, "The Hierarchy of Generally
Accepted Accounting Principles".  SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in
the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP)
in the United States. SFAS 162 is effective 60 days following the SEC's
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles. The Company is currently evaluating the impact
of SFAS 162 on its consolidated financial statements but does not expect it to
have a material effect.

  In May 2008, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 163, "Accounting for
Financial Guarantee Insurance Contracts-an interpretation of FASB Statement
No. 60" ("SFAS 163").  SFAS 163 interprets Statement 60 and amends existing
accounting pronouncements to clarify their application to the financial
guarantee insurance contracts included within the scope of that Statement.
SFAS 163 is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and all interim periods within those fiscal
years.  As such, the Company is required to adopt these provisions at the
beginning of the fiscal year ended September 30, 2010.  The Company is
currently evaluating the impact of SFAS 163 on its consolidated financial
statements but does not expect it to have a material effect.

21
<page>

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
--------------------------------------------------------------------------------

  In an effort to provide investors a balanced view of the Company's current
condition and future growth opportunities, this Annual Report on Form 10-K may
include comments by the Company's management about future performance. These
statements which are not historical information are "forward-looking
statements" pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These, and other forward-looking statements,
are subject to business and economic risks and uncertainties that could cause
actual results to differ materially from those  discussed. These risks and
uncertainties include, but are not limited to: risks associated with demand
for and market acceptance of existing and newly developed products as to which
the Company has made significant investments; general economic and industry
conditions; slower than anticipated penetration into the satellite
communications, mobile radio and commercial and defense electronics markets;
competitive products and pricing pressures; increased pricing pressure from
our customers; risks relating to governmental regulatory actions in broadcast,
communications and defense programs; as well as other risks and uncertainties,
including but not limited to those detailed from time to time in the Company's
Securities and Exchange Commission filings. These forward-looking statements
are made only as of the date hereof, and the Company undertakes no obligation
to update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise. You are encouraged to review
Microwave Filter Company's 2008 Annual Report and Form 10-K for the fiscal
year ended September 30, 2008 and other Securities and Exchange Commission
filings. Forward looking statements may be made directly in this document or
"incorporated by reference" from other documents. You can find many of these
statements by looking for words like "believes," "expects," "anticipates,"
"estimates," or similar expressions.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

  The Company has limited exposure to market risk as the Company has no long
term debt as of September 30, 2008. The Company's available line of credit is
based on a factor of the prime rate; however, there are no outstanding
borrowings under the line of credit. The Company does not trade in derivative
financial instruments. Investments generally consist of commercial paper,
government backed obligations and other guaranteed commercial debt that have
an original maturity of more than three months and a remaining maturity of
less than one year. Investments are carried at cost which approximates market.
The Company's policy is to hold investments until maturity. The Company's
practice is to invest cash with financial institutions that have acceptable
credit ratings.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

  The Financial Statements and Financial Statement Schedule called for by this
item are submitted as a separate section of this report.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
        AND FINANCIAL DISCLOSURE.

  None.

22
<page>

ITEM 9A.   CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

  The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the Company's disclosure controls and procedures (as defined in Rules 13a-
15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) as of the end of the period covered by this report. Based on
such evaluation, the Company's Chief Executive Officer and Chief Financial
Officer have concluded that, as of the end of such period, the Company's
disclosure controls and procedures were effective as of the end of the period
covered by this report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

  There have been no changes in the Company's internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
during the most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting


MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

  The Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules 13a-
15(f) and 15d-15(f) under the exchange act.

  Under the supervision and with the participation of the Company's
management, including our principal executive officer and principal financial
officer, the Company conducted an evaluation of its internal control over
financial reporting based on criteria established in the framework in
"Internal Control-Integrated Framework" issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, the
Company's management concluded and certifies that its internal control over
financial reporting was effective as of September 30, 2008.



ITEM 9B. OTHER INFORMATION

  None.

23
<page>

                          PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

  The names of, and certain information with respect to, the directors of MFC
is set forth below:

                                                         Common Shares
                                                          Actually or   Percent
                                                         Beneficially     of
Director             Principal occupation                Owned 12/1/08   Class


ROBERT R. ANDREWS     Mr. Andrews is the President and        1,214        *
(a)(c)                Principal shareholder of Morse
Age 67                Manufacturing Co., Inc., East
Director since 1992   Syracuse, N.Y. which produces
                      specialized material handling
                      equipment and has served in that
                      capacity since prior to 1985.  He
                      received a B.A degree from
                      Arkansas University and has
                      served as Vice President and a
                      director of the Manufacturers'
                      Association of Central New York,
                      President of the Citizens
                      Foundation, a Trustee of Dewitt
                      Community Church, director of the
                      Salvation Army and Chairman of
                      the Business and Industry
                      Council of Onondaga Community
                      College. Mr. Andrews was elected
                      Chairman of the Board of Directors
                      of Microwave Filter Company, Inc. on
                      November 17, 2004.


TRUDI B. ARTINI       Mrs. Artini is an independent          32,435       1.1%
(a)(b)(d)             investor in MFC and various other
Age 86                business enterprises in Syracuse,
Director since 1974   New York.


SIDNEY CHONG          Mr. Chong is a corporate                  335        *
(a)(b)(c)             accountant for Carrols Corp. in
Age 67                Syracuse. Prior to joining Carrols
Director since 1995   Corp., he was a Senior Accountant
                      with Price Waterhouse and Co. in
                      New York City.  Mr. Chong has a
                      Bachelor of Science degree in
                      accounting from California State
                      University.



24
<page>
                                                            Common Shares
                                                         Actually or    Percent
                                                        Beneficially      of
Director             Principal occupation               Owned 12/1/08    Class


CARL F. FAHRENKRUG PE Mr. Fahrenkrug was appointed           72,298       2.5%
(a)                   President and Chief Executive
Age 66                Officer of MFC on October 7,
Director since 1984   1992.  He has also served as
                      President and Chief Executive
                      Officer of NSI since prior to
                      1986.  He served as Vice
                      President of Engineering at
                      Microwave Systems, Inc.,
                      Syracuse, N.Y. from 1972-1976.
                      Mr. Fahrenkrug has a B.S. and
                      M.S. in Engineering and an MBA
                      from Syracuse University.


DANIEL GALBALLY       Mr. Galbally is an accountant               0
(b)(c)(d)             for Nucor Steel Auburn, Inc.
Age 61                in Auburn, New York. Prior to
Director since 1995   joining Nucor Steel Auburn, he
                      was the controller of Diamond Card
                      Exchange, Inc. in Syracuse, New
                      York. He was the controller of
                      Evaporated Metal Films (EMF) in
                      Ithaca, N.Y. Before joining EMF,
                      he worked as controller and acting
                      vice president of finance at
                      Philips Display Components Co.
                      He has a bachelor's degree in
                      accounting and an MBA from
                      Syracuse University.


PERRY A. HARVEY       Mr. Harvey is a consultant in global        0
Age 56                strategic business planning and
Director since 2007   productivity and process improvement.
                      He holds a Master of Science in
                      Metallurgical Engineering and a
                      Metallurgical Engineering Degree from
                      the University of Wisconsin. He served
                      as President of ESCO Turbine Technologies
                      Group (TTG), Syracuse, New York from
                      2000-2007. He has served as a board member
                      and president of the Investment Casting
                      Institute and a board member of the
                      Manufacturers of Central New York and
                      the Foundry Educational Foundation Board.


25
<page>

                                                             Common Shares
                                                          Actually or   Percent
                                                         Beneficially     of
Director             Principal occupation                Owned 12/1/08   Class


RICHARD L. JONES      Mr. Jones was appointed a Director          0
Age 60                of Microwave Filter Company, Inc. on
Director since 2004   September 7, 2004. Mr. Jones has
                      served as a Vice President and the
                      Chief Financial Officer of Microwave
                      Filter Company, Inc. since October 7,
                      1992. He has a Bachelor of Science
                      degree in accounting from Syracuse
                      University.

FRANK S. MARKOVICH    Mr. Markovich is a consultant in        4,340        *
(c)(d)                the manufacturing operations
Age 63                and training field. Prior to that
Director since 1992   he was the Director of the
                      Manufacturing Extension
                      Partnership at UNIPEG Binghamton.
                      He held various high level
                      positions in operations, quality
                      and product management in a 20
                      year career with BF Goodrich
                      Aerospace, Simmonds Precision
                      Engine Systems of Norwich, New
                      York.  He completed US Navy
                      Electronics and Communications
                      Schools and received an MBA from
                      Syracuse University.






(a)Member of Executive Committee
(b)Member of Compensation Committee
(c)Member of Finance and Audit Committee
(d)Member of Nominating Committee

*  Denotes less than one percent of class.


The Directors listed above and executive officers as a group own 110,622
shares or approximately 4% of the outstanding common shares of the Company.

The Board of Directors of Microwave Filter Company, Inc. has determined that
Mr. Chong and Mr. Galbally, both members of the Audit Committee, are "audit
committee financial experts" as defined by the SEC's regulations.

26
<page>

IDENTIFICATION OF EXECUTIVE OFFICERS

        Name                   Age      Position

        Carl F. Fahrenkrug      66      President and Chief Executive Officer

        Richard L. Jones        60      Vice President, Chief Financial
                                        Officer and Corporate Secretary

        Paul W. Mears           49      Vice President of Engineering

All of the officers serve at the pleasure of the Board of Directors.

Carl F. Fahrenkrug was elected President and Chief Executive Officer of MFC on
October 7, 1992.  Prior to that date, he had been Executive Vice President and
Chief Operating Officer of MFC.  Prior to January 1, 1992, he was President and
CEO of NSI and Vice President of Corporate Development for MFC.

Richard L. Jones joined MFC in August 1983 as controller. In February 1985, he
was appointed Vice President and Treasurer of MFC.  On October 7, 1992, he was
appointed Vice President and Chief Financial Officer.

Paul W. Mears began his association with MFC as a Co-op while attending RIT in
1981. He became a full time employee in 1984 when he began his duties as an
Electrical Engineer in Research and Development. In 1988 he became a Senior
Design and Quotation Engineer and in 1989, he was promoted to Assistant Chief
Engineer, Manager of Engineering of the Filter Division and in April of 1998,
was appointed Vice President of Engineering.


The Company has adopted a Code of Ethics and Business Conduct for all of our
employees and directors, including our Chief Executive Officer and Chief
Financial Officer. A copy of our Code of Ethics and Business Conduct is
available free of charge on our Company web site at www.microwavefilter.com.

27
<page>

ITEM 11. EXECUTIVE COMPENSATION.

  The following table sets forth for the fiscal years ended September 30, 2008,
2007 and 2006, compensation paid by MFC to the named executive officers in all
capacities in which they served.

                            SUMMARY COMPENSATION TABLE
                                Annual Compensation
                                            Salary    Bonus
   Name and principal position     Year    ___$___   ___$___

   Carl F. Fahrenkrug              2008    128,728       -
   President and CEO               2007    122,534       -
                                   2006    116,188       -

PROFIT SHARING
--------------

  MFC has a profit sharing plan for all employees over the age of 21 with one
year of service. Annual contributions are determined by the Board of Directors
and are made from current or accumulated net income. Allocation of contributions
to plan participants are based upon annual compensation. Participants vest on
the basis of 20% after 3 years of service, 40% at 4 years, 60% at 5 years, 80%
at 6 years and 100% at 7 years.

  MFC also has a voluntary 401-K plan.  Eligibility is the same as the Profit
Sharing Plan. Contributions to the 401-K plan were matched at a rate of 100%
of an employee's first 6% of contributions during fiscal 2008. The maximum
corporate match was 6% of an employee's compensation during fiscal 2008.

  MFC's contributions to the plans for the years ended September 30, 2008,
2007 and 2006 amounted to $99,122, $103,171 and $97,748, respectively.


STOCK OPTIONS
-------------

  On April 9, 1998, the Board of Directors and Shareholders of Microwave
Filter Company, Inc. approved the 1998 Microwave Filter Company, Inc.
Incentive Stock Plan (the "1998 Plan"). Under the 1998 Plan, the Company may
grant incentive stock options ("ISOs"), non-qualified stock options ("NQSOs")
and stock appreciation rights to directors, officers and employees of the
Company and its affiliates. The 1998 Plan reserved 150,000 shares for
issuance. The exercise price of the ISOs and NQSOs will be 100% of the fair
market value of the Common Stock on the date the ISOs and NQSOs are granted.
On June 21, 2004, the Board of Directors granted ISOs totaling 115,000 shares
and NQSOs totaling 35,000 shares at an exercise price of $1.47. All options
were 100% vested. The 1998 terminated on April 10, 2008.

28
<page>

A summary of all stock option activity and information related to all options
outstanding follows:

<TABLE>
<CAPTION>
                                        2008
                                      --------
                          ISOs                     NQSOs
                        --------                  --------
                     Exercise   Shares         Exercise   Shares
                      Price                     Price
                     --------  --------        --------  --------
<S>                  <C>       <C>             <C>       <C>
Outstanding at
 beginning of year   $1.47     108,548         $1.47     30,000
Granted                  -           0             -          0
Exercised                -           0             -          0
Cancelled            $1.47     108,548         $1.47     30,000
                     ------   --------         ------  --------
Outstanding at
  end of year            -           0             -          0
                     ------   --------         ------  --------

Exercisable at
  end of year            -           0             -          0
                     ------   --------        -------  --------


                                        2007
                                      --------
                          ISOs                     NQSOs
                        --------                  --------
                     Exercise   Shares         Exercise   Shares
                      Price                     Price
                     --------  --------        --------  --------
<S>                  <C>       <C>             <C>       <C>
Outstanding at
 beginning of year   $1.47     108,548         $1.47     30,000
Granted                  -           0             -          0
Exercised                -           0             -          0
Cancelled                -           0             -          0
                     ------   --------         ------  --------
Outstanding at
  end of year        $1.47     108,548         $1.47     30,000
                     ------   --------         ------  --------
Exercisable at
  end of year        $1.47     108,548         $1.47     30,000
                     ------   --------        -------  --------

</TABLE>

29
<page>

COMPENSATION OF DIRECTORS
-------------------------

  Non-officer directors currently receive fees of $300.00 per board and
committee meetings. MFC also reimburses directors for reasonable expenses
incurred in attending meetings. The Chairman of the Board receives $500.00 per
board and committee meetings. Officer members receive no compensation for
their attendance at meetings.


ITEM 12.  SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.

  The information relating to the ownership of common stock held by the
directors and executive officers of the corporation is set forth in item 10 of
this report.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

  None


ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

  Information required by this Item is contained in the Company's proxy
statement filed with respect to the 2008 Annual Meeting of Shareholders and is
incorporated by reference herein.

30
<page>

                         PART IV

ITEM 15.  FINANCIAL STATEMENT SCHEDULES AND EXHIBITS.

(a)    1. and 2.   Financial Statements and Schedules:

                   Reference is made to the list of Financial Statements and
                   the Financial Statement Schedule submitted as a separate
                   section of this report.

(b)    Exhibits:

       Reference is made to the List of Exhibits submitted as a separate
       section of this report.

31
<page>

SIGNATURES
  Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Microwave Filter Company, Inc. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

MICROWAVE FILTER COMPANY, INC.

|S| Carl F. Fahrenkrug
--------------------------
By:  Carl F. Fahrenkrug
(President and Chief Executive Officer)

|S| Richard Jones
---------------------
By:  Richard Jones
(Vice President and Chief Financial Officer)

Dated:  December 18, 2008

  Pursuant to the requirements Of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:

|S| Robert R. Andrews         |S| Carl F. Fahrenkrug
------------------------      --------------------------
Robert R. Andrews             Carl F. Fahrenkrug
(Director)                    (Director)

|S| Daniel Galbally           |S| Richard L. Jones
------------------------      -----------------------
Daniel Galbally               Richard L. Jones
(Director)                    (Director)

|S| Sidney Chong
--------------------
Sidney Chong
(Director)

Dated:  December 18, 2008

32
<page>
                ANNUAL REPORT ON FORM 10-K

               MICROWAVE FILTER COMPANY, INC.
                      AND SUBSIDIARIES

         INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
              AND FINANCIAL STATEMENT SCHEDULE

                 ITEM 8, ITEM 15(a)(1) and (2)

CONSOLIDATED FINANCIAL STATEMENTS:                                Page

Report of Independent Registered Public Accounting Firm.............34
Consolidated Balance Sheets as of September 30, 2008 and 2007.......35
Consolidated Statements of Operations for the Years
  Ended September 30, 2008, 2007 and 2006 ..........................36
Consolidated Statements of Stockholders' Equity for the Years
  Ended September 30, 2008, 2007 and 2006 ..........................37
Consolidated Statements of Cash Flows for the Years
  Ended September 30, 2008, 2007 and 2006 ..........................38
Notes to Consolidated Financial Statements.......................39-51



SCHEDULE FOR THE YEARS ENDED SEPTEMBER 30, 2008, 2007 AND 2006:

II-Valuation and Qualifying Accounts................................53

  All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.

33
<page>

                REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of
Microwave Filter Company, Inc. and Subsidiary
East Syracuse, New York 13057

  We have audited the accompanying consolidated balance sheets of Microwave
Filter Company, Inc. and Subsidiary as of September 30, 2008 and 2007, and the
related  statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended September 30, 2008. The
Company's management is responsible for these consolidated financial
statements. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

  We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material
misstatement. The company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
company's internal control over financial reporting. Accordingly, we express
no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall consolidated financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

  In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Microwave
Filter Company, Inc. and Subsidiary, as of September 30, 2008 and 2007, and
the results of its operations and its cash flows for each of the years in the
three-year period ended September 30, 2008, in conformity with accounting
principles generally accepted in the United States of America.




/s/ Rotenberg & Co., LLP

Rotenberg & Co., LLP
Rochester, New York
 December 16, 2008

34
<page>


         Microwave Filter Company and Subsidiaries
                 Consolidated Balance Sheets

                                                              September 30
Assets                                                       2008       2007
------                                                       ----       ----
Current assets:
  Cash and cash equivalents                              $1,417,271  $1,266,979
  Accounts receivable-trade, net of allowance for
    doubtful accounts of $12,000 and $12,000                306,076     370,742
  Inventories                                               600,409     660,651
  Prepaid expenses and other current assets                  99,726      86,661
                                                          ---------   ---------
    Total current assets                                  2,423,482   2,385,033

Property, plant and equipment, net                          393,254     441,009
                                                          ---------  ----------

      Total Assets                                       $2,816,736  $2,826,042
                                                         ==========  ==========
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
  Accounts payable                                       $  152,313  $  163,042
  Customer deposits                                          21,228      47,488
  Accrued federal and state income taxes                      1,175         650
  Accrued payroll and related expenses                       61,228      58,049
  Accrued compensated absences                              195,426     208,868
  Other current liabilities                                  30,699      30,129
                                                          ---------   ---------
    Total current liabilities                               462,069     508,226
                                                          ---------   ---------
    Total liabilities                                       462,069     508,226
                                                          ---------   ---------
Commitments (Note 6)

Stockholders' equity:
  Common stock, $.10 par value. Authorized 5,000,000 shares
    Issued 4,324,140 in 2008 and 2007, Outstanding
    2,892,458 in 2008 and 2,895,917 in 2007                 432,414     432,414
  Additional paid-in capital                              3,248,706   3,248,706
  Retained earnings                                         202,706     163,190

  Common stock in treasury, at cost, 1,431,682
  shares in 2008 and 1,428,223 shares in 2007            (1,529,159) (1,526,494)
                                                          ---------   ---------
    Total stockholders' equity                            2,354,667   2,317,816
                                                          ---------   ---------
    Total Liabilities and Stockholders' Equity           $2,816,736  $2,826,042
                                                         ==========  ==========

The accompanying notes are an integral part of the consolidated financial
statements.

35
<page>

                   Microwave Filter Company and Subsidiaries
                     Consolidated Statements of Operations

                                         For the Years Ended September 30
                                       2008             2007            2006
                                       ----             ----            ----

Net sales                           $5,231,125       $4,634,233      $4,536,715

Cost of goods sold                   3,293,906        3,035,485       3,043,720
                                     ---------        ---------       ---------

    Gross profit                     1,937,219        1,598,748       1,492,995

Selling, general
  and administrative expenses        1,939,422        1,956,011       2,022,485
                                     ---------        ---------       ---------

 (Loss) income from operations          (2,203)        (357,263)       (529,490)


Non-operating Income
    Interest income                     34,305           59,132          71,297
    Miscellaneous                        7,939            5,788           9,312
                                       -------          -------         -------

    Income (loss) before
       income taxes                     40,041         (292,343)       (448,881)


Provision (benefit) for
  income taxes                             525              650         (37,532)
                                      --------        ---------       ---------

NET INCOME (LOSS)                      $39,516        ($292,993)      ($411,349)
                                      ========        =========       =========

Per share data:
Basic Earnings (Loss) Per
  Common Share                           $0.01           ($0.10)         ($0.14)
                                     =========        =========       =========
Diluted Earnings (Loss) per
  Common Share                           $0.01           ($0.10)         ($0.13)
                                     =========        =========       =========
Shares used in computing net
  earnings (loss) per common share:
  Basic                              2,894,214        2,899,660       2,905,355
  Diluted                            2,967,274        3,038,098       3,043,903



The accompanying notes are an integral part of the consolidated financial
statements.

36
<page>
                   Microwave Filter Company and Subsidiaries
                Consolidated Statements of Stockholders' Equity
            For the Years Ended September 30, 2008, 2007 and 2006

            -----------------------------------------------------


<TABLE>
<CAPTION>

                                                 Additional                                          Total
                              Common Stock        Paid-in       Retained    Treasury Stock      Stockholders'
                             Shares      Amt      Capital       Earnings    Shares     Amt         Equity
                             ------      ---      -------       --------    ------     ---         ------
<S>                         <C>         <C>        <C>          <C>         <C>       <C>            <C>
Balance,
September 30, 2005          4,324,140   $432,414   $3,248,706   $1,158,448  1,414,840 ($1,508,655)   $3,330,913

Net (loss)                                                        (411,349)                            (411,349)
Purchase of treasury stock                                                      6,948     (11,277)      (11,277)
Cash dividend paid
  ($.10) per share                                                (290,916)                            (290,916)
                           ----------  ---------   ----------   ----------    -------   ---------     ---------
Balance
September 30, 2006          4,324,140    432,414    3,248,706      456,183  1,421,788  (1,519,932)    2,617,371

Net (loss)                                                        (292,993)                            (292,993)
Purchase of treasury stock                                                      6,435      (6,562)       (6,562)
                           ----------  ---------   ----------   ----------    -------   ---------     ---------
Balance
September 30, 2007          4,324,140    432,414    3,248,706      163,190  1,428,223  (1,526,494)    2,317,816

Net income                                                          39,516                               39,516
Purchase of treasury stock                                                      3,459      (2,665)       (2,665)
                           ----------  ---------   ----------   ----------    -------   ---------     ---------
Balance
September 30, 2008          4,324,140   $432,414   $3,248,706     $202,706  1,431,682 ($1,529,159)   $2,354,667
                           ==========   ========   ==========   ==========  =========  ==========    ==========


</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

37
<page>

                   Microwave Filter Company and Subsidiaries

                     Consolidated Statements of Cash Flows
                Increase (Decrease) in Cash and Cash Equivalents
                ------------------------------------------------

                                              For the Years Ended September 30
                                              --------------------------------
                                                  2008      2007       2006
                                                  ----      ----       ----

Cash flows from operating activities:
       Net income (loss)                        $39,516  ($292,993) ($411,349)

Adjustments to reconcile net income (loss) to
  net cash provided by (used in) operating
  activities:
    Depreciation                                 77,502    113,991    163,400
    Provision for doubtful accounts                 (87)       550     (4,853)
    Inventory obsolescence provision             14,730        527    (27,061)
    Deferred income taxes                             0          0     32,395
  Changes in assets and liabilities:
    Accounts receivable-trade                    64,753    (27,158)   155,901
    Federal and state income taxes                  525    138,636   (161,085)
    Inventories                                  45,512   (170,043)    91,816
    Other assets                                (13,065)     8,165     55,364
    Accounts payable and customer deposits      (36,989)    10,432       (148)
    Accrued payroll, compensated absences and
      related expenses                          (10,263)    (4,936)   (15,296)
    Other current liabilities                       570     (6,922)   (88,342)
                                              ---------   --------    -------
    Net cash provided by (used in)
      operating activities                      182,704   (229,751)  (209,258)
                                              ---------   --------   --------
Cash flows from investing activities:
  Investments                                         0    798,544     24,107
  Capital expenditures                          (29,747)      (898)   (58,604)
                                               --------   --------   --------
    Net cash (used in) provided by
      investing activities                      (29,747)   797,646    (34,497)
                                               --------   --------   --------
Cash flows from financing activities:
  Purchase of treasury stock                     (2,665)    (6,562)   (11,277)
  Cash dividend paid                                  0          0   (290,916)
                                               --------   --------   --------
    Net cash (used in) provided by
      financing activities                       (2,665)    (6,562)  (302,193)
                                               --------   --------   --------
    Net increase (decrease)
      in cash and cash equivalents              150,292    561,333   (545,948)

Cash and cash equivalents at
  beginning of year                           1,266,979    705,646  1,251,594
                                              ---------   --------  ---------

CASH AND CASH EQUIVALENTS AT END OF YEAR     $1,417,271 $1,266,979   $705,646
                                             ========== ==========  =========




Supplemental disclosures of cash flows:
  Cash paid (refunded) during the year
   for (approximately):
    Interest                                         $0         $0         $0
    Income taxes                                     $0  ($141,000)   $91,000



  The accompanying notes are an integral part of the consolidated financial
statements.

38
<page>

                   Microwave Filter Company and Subsidiaries
                   Notes to Consolidated Financial Statements
                   ------------------------------------------

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Nature of Business

  Microwave Filter Company, Inc. operates primarily in the United States and
principally in one industry. The Company extends credit to business customers
based upon ongoing credit evaluations. Microwave Filter Company, Inc. (MFC)
designs, develops, manufactures and sells electronic filters, both for radio
and microwave frequencies, to help process signal distribution and to prevent
unwanted signals from disrupting transmit or receive operations. Markets
served include cable television, television and radio broadcast, satellite
broadcast, mobile radio, commercial communications and defense electronics.
Niagara Scientific, Inc., a wholly owned subsidiary, custom designs case
packing machines to automatically pack products into shipping cases. Customers
are processors of food and other commodity products with a need to reduce
labor cost with a modest investment and quick payback. For the last three
years, NSI's sales have consisted of spare parts orders.


b.  Basis of Consolidation

  The consolidated financial statements include the accounts of Microwave
Filter Company, Inc. (MFC) and its wholly-owned subsidiaries, Niagara
Scientific, Inc. (NSI) and Microwave Filter International, LTD. (MFI)
(dormant); located in Syracuse, New York. All significant intercompany
balances and transactions have been eliminated in consolidation.

c.  Revenue Recognition

  The Company recognizes revenue at the time products are shipped to customers
and title and risk of loss have passed to the customer. The Company is not
required to install any of its products. Payments received from customers in
advance of products shipped are recorded as customer advance payments until
earned.

d. Cash and Cash Equivalents

  The Company's financial instruments that are exposed to concentrations of
credit risk consist primarily of cash and accounts receivable.  The Company's
cash is held at federally insured institutions and balances may periodically
exceed insured limits. The Company has not experienced any losses in such
accounts and believes it is not exposed to any significant credit risk with
respect to cash.  The Company also routinely assesses the financial strength
of its customers and, as a consequence, believes that its trade accounts
receivable credit risk exposure is limited.

39
<page>

e. Investments

  Investments generally consist of commercial paper, government backed
obligations and other guaranteed commercial debt that have an original maturity
of more than three months and a remaining maturity of less than one year.
Investments are carried at cost which approximates market. The Company's policy
is to hold investments until maturity. The Company's practice is to invest cash
with financial institutions that have acceptable credit ratings.

f. Trade Accounts Receivable and Allowance for Doubtful Accounts

  Trade accounts receivable are recorded at the invoiced amount and do not
bear  interest. The allowance for doubtful accounts is the Company's best
estimate of the amount of probable credit losses in the Company's existing
accounts receivable.  The Company reviews its allowance for doubtful accounts
monthly. Past due balances over 90 days are reviewed individually for
collectibility. Account balances are charged off against the allowance after
all means of collection have been exhausted and the potential for recovery is
considered remote. The Company does not have  any off-balance-sheet credit
exposure related to its customers.

g. Inventories and Reserve for Obsolescence

  Inventories are stated at the lower of cost determined on the first-in, first-
out method or market.

  The Company records a reserve for obsolete or excess inventory.  The Company
considers inventory quantities greater than a one-year supply based on current
year activity as well as any additional specifically identified inventory to
be excess. The Company also provides for the total value of inventories that
are determined to be obsolete based on criteria such as customer demand and
changing technologies.

h.  Research and Development

  Costs in connection with research and development, which amount to $473,957,
$461,954 and $420,570 for the fiscal years 2008, 2007 and 2006, respectively,
are charged to operations as incurred.

i. Property, Plant and Equipment

  Property, plant and equipment are recorded at cost. Depreciation is provided
using the straight-line method over the estimated useful lives of the
respective assets. Buildings and building improvements are depreciated over an
estimated service life of 20 to 30 years. Machinery and equipment are
depreciated over an estimated useful life of 3 to 10 years. Office equipment
and fixtures are depreciated over an estimated useful life of 3 to 10 years.
At the time of sale or retirement, the cost and accumulated depreciation are
removed from the respective accounts and the resulting gain or loss is
recognized in income.

41
<page>

j. Income Taxes

  The Company accounts for income taxes under Statement of Financial Accounting
Standards (SFAS) No. 109.  Deferred tax assets and liabilities are based on
the difference between the financial statement and tax basis of assets and
liabilities as measured by the enacted tax rates which are anticipated to be
in effect when these differences reverse. The deferred tax provision is the
result of the net change in the deferred tax assets and liabilities.  A
valuation allowance is established when it is necessary to reduce deferred
tax assets to amounts expected to be realized. The Company has provided a full
valuation allowance against its deferred tax assets.

  The Company adopted FASB Interpretation No. 48, Accounting for Uncertainty
in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48) as of
October 1, 2007. FIN 48 clarifies the accounting for uncertainty in income
taxes recognized in an entity's financial statements in accordance with FASB
Statement No. 109, Accounting for Income Taxes, and prescribes a recognition
threshold and measurement attributes for financial statement disclosure of tax
position taken or expected to be taken on a tax return. Additionally, FIN 48
provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure and transition. No adjustments were
required upon adoption of FIN 48.

K. Earnings Per Share

  The Company presents basic earnings per share ("EPS"), computed based on the
weighted average number of common shares outstanding for the period, and when
applicable diluted EPS, which gives the effect to all dilutive potential
shares outstanding (i.e. options) during the period after restatement for any
stock dividends. Income used in the EPS calculation is net income for each
year.

l. Fair Value of Financial Instruments

  The carrying values of the Company cash and cash equivalents, accounts
receivable and accounts payable approximate fair value because of the short
maturity of those instruments.

  The Company currently does not trade in or utilize derivative financial
instruments.

m. Miscellaneous Non-operating Income

  Miscellaneous non-operating income generally consists of sales of scrap
material, stock transfer fees, the forfeiture of non-refundable deposits and
other incidental items.

n. Use of Estimates

  The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements. Estimates also affect the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

42
<page>

o. Warranty Costs

  The Company established a warranty reserve which provides for the estimated
cost of product returns based upon historical experience and any known
conditions or circumstances. Our warranty obligation is affected by product
that does not meet specifications and performance requirements and any related
costs of addressing such matters. Warranty costs were approximately $5,000,
$5,000 and $3,000 for the fiscal years 2008, 2007 and 2006, respectively.

p. Impairment of Long-Lived Assets

  The carrying values of long-lived assets other than goodwill are generally
evaluated for impairment only if events or changes in facts and circumstances
indicate that carrying values may not be recoverable. Any impairment
determined would be recorded in the current period and would be measured by
comparing the fair value of the related asset to its carrying value. Fair
value is generally determined by identifying estimated undiscounted cash flows
to be generated by those assets.  No impairments have been recorded for the
years ended September 30, 2008, 2007, and 2006.

q. New Accounting Pronouncements

  In February 2007, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities, including an amendment
of FASB Statement No. 115".  SFAS 159 permits entities to choose to measure
many financial instruments and certain other items at fair value at specified
election dates.  This Statement applies to all entities, including not-for-
profit organizations.  SFAS 159 is effective as of the beginning of an
entity's first fiscal year that begins after November 15, 2007. As such, the
Company is required to adopt these provisions at the beginning of the fiscal
year ended September 30, 2009. The Company is currently evaluating the impact
of SFAS 159 on its consolidated financial statements.

  FASB Interpretation 48 ("FIN 48") was issued in July 2006 to clarify the
criteria for recognizing tax benefits under FASB Statement No. 109, Accounting
for Income Taxes. The Interpretation defines the threshold for recognizing the
benefits of tax-return positions in the financial statements as "more-likely-
than-not" to be sustained by the taxing authority and will affect many
companies' reported results and their disclosures of uncertain tax positions.
The Interpretation does not prescribe the type of evidence required to support
meeting the more-likely-than-not threshold, stating that it depends on the
individual facts and circumstances. The benefit recognized for a tax position
meeting the more-likely-than-not criterion is measured based on the largest
benefit that is more than 50 percent likely to be realized. The measurement of
the related benefit is determined by considering the probabilities of the
amounts that could be realized upon ultimate settlement, assuming the taxing
authority has full knowledge of all relevant facts and including expected
negotiated settlements with the taxing authority. FIN 48 applies to fiscal
years beginning after December 15, 2006, with earlier adoption permitted. The
Company adopted FIN 48 in the first quarter of fiscal year 2008 and the
adoption did not have a material impact on its consolidated financial
statements.

43
<page>

  Fair Value Measurements. In September 2006, the FASB published Statement of
Financial Accounting No. 157, Fair Value Measurements. This Statement
establishes a single authoritative definition of fair value, sets out a
framework for measuring fair value, and requires additional disclosures about
fair-value measurements. The Statement applies only to fair-value measurements
that are already required or permitted by other accounting standards and is
expected to increase the consistency of those measurements. It will also
affect current practices by nullifying the Emerging Issues Task Force (EITF)
guidance that prohibited recognition of gains or losses at the inception of
derivative transactions whose fair value is estimated by applying a model and
by eliminating the use of "blockage" factors by brokers, dealers, and
investment companies that have been applying AICPA Guides. The Statement is
effective for fair-value measures already required or permitted by other
standards for financial statements issued for fiscal years beginning after
November 15, 2007 (the Company's fiscal 2009) and interim periods within those
fiscal years. Early application is permissible only if no annual or interim
financial statements have been issued for the earlier periods. The
requirements of the Statement are applied prospectively, except for changes in
fair value related to estimating the fair value of a large block position and
instruments measured at fair value at initial recognition based on transaction
price in accordance with EITF 02-3 or Statement 155.

  In December 2007, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard ("SFAS") No. 160, "Noncontrolling Interests
in Consolidated Financial Statements, an amendment of ARB No. 51".  SFAS 160
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary and for the deconsolidation of a subsidiary.  SFAS 160 is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008.  As such, the Company is required to
adopt these provisions at the beginning of the fiscal year ended September 30,
2010.  The Company is currently evaluating the impact of SFAS 160 on its
consolidated financial statements.

  In December 2007, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard ("SFAS") No. 141(R), "Business Combinations".
SFAS 141(R) establishes principles and requirements for how the acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree, recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase, and determines what information
to disclose to enable users of the financial statements to evaluate the nature
and financial effects of the business combination.  SFAS 141(R) is effective
for fiscal years, and interim periods within those fiscal years, beginning on
or after December 15, 2008.  As such, the Company is required to adopt these
provisions at the beginning of the fiscal year ended September 30, 2010.  The
Company is currently evaluating the impact of SFAS 141(R) on its consolidated
financial statements but does not expect it to have a material effect.

44
<page>

  In March 2008, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 161, "Disclosures
about Derivative Instruments and Hedging Activities-an amendment of FASB
Statement No. 133".  SFAS 161 requires enhanced disclosures about an entity's
derivative and hedging activities. SFAS 161 is effective for financial
statements issued for fiscal years and interim periods beginning after
November 15, 2008 with early application encouraged. As such, the Company is
required to adopt these provisions at the beginning of the fiscal year ended
September 30, 2010. The Company is currently evaluating the impact of SFAS 161
on its consolidated financial statements but does not expect it to have a
material effect.

  In May 2008, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ("SFAS") No. 162, "The Hierarchy of Generally
Accepted Accounting Principles".  SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in
the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP)
in the United States. SFAS 162 is effective 60 days following the SEC's
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles. The Company is currently evaluating the impact
of SFAS 162 on its consolidated financial statements but does not expect it to
have a material effect.

  In May 2008, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 163, "Accounting for
Financial Guarantee Insurance Contracts-an interpretation of FASB Statement
No. 60" ("SFAS 163").  SFAS 163 interprets Statement 60 and amends existing
accounting pronouncements to clarify their application to the financial
guarantee insurance contracts included within the scope of that Statement.
SFAS 163 is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and all interim periods within those fiscal
years.  As such, the Company is required to adopt these provisions at the
beginning of the fiscal year ended September 30, 2010.  The Company is
currently evaluating the impact of SFAS 163 on its consolidated financial
statements but does not expect it to have a material effect.


2. INVENTORIES

Inventories net of provision for obsolescence consisted of the following:

                                                September 30
                                          2008                 2007
                                          ----                 ----
  Raw materials and stock parts         $471,289             $517,029
  Work-in-process                         19,147               54,938
  Finished goods                         109,972               88,684
                                        --------            ---------
                                        $600,408             $660,651
                                        ========           ==========

  The Company's reserve for obsolescence equaled $404,457 at September 30,
2008 and $389,726 at September 30, 2007.

45
<page>

3. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:

                                                 September 30
                                          2008                 2007
                                          ----                 ----

  Land                                  $143,000             $143,000
  Building and improvements            1,818,633            1,818,633
  Machinery and equipment              3,112,939            3,106,412
  Office equipment and fixtures        1,668,318            1,645,098
                                       ---------            ---------
                                       6,742,890            6,713,143
  Less: Accumulated depreciation       6,349,636            6,272,134
                                       ---------            ---------
                                        $393,254             $441,009
                                      ==========           ==========

4. CREDIT FACILITIES

  The Company has unused aggregate lines of credit totaling $750,000
collateralized by inventory, equipment and accounts receivable.


5. PROFIT SHARING AND 401-K PLANS

  The Company maintains both a non-contributory profit sharing plan and a
contributory 401-K plan for all employees over the age of 21 with one year of
service.  Annual contributions to the profit sharing plan are determined by
the Board of Directors and are made from current or accumulated earnings,
while contributions to the 401-K plan were matched at a rate of 100% of an
employee's first 6% of contributions during fiscal 2008. The maximum corporate
match was 6% of an employee's compensation during fiscal 2008.

  The Company's matching contributions to the 401-K plan for the years ended
September 30, 2008, 2007 and 2006 were $99,122, $103,171 and $97,748,
respectively. Additionally, the Company may make discretionary contributions
to the non-contributory profit sharing plan. These contributions were $0 in
2008, 2007 and 2006.

46
<page>

6. OBLIGATIONS UNDER OPERATING LEASES

  The Company leases equipment under operating lease agreements expiring at
various dates through September 30, 2013. Rental expense under these leases
for the years ended September 30, 2008, 2007 and 2006 amounted to $11,159,
$11,159 and $11,159, respectively.

  Minimum rental commitments at September 30, 2008 for these leases are:

        Year Ended      Lease
       September 30    Payments
       ------------    --------

           2009           9,564
           2010           7,128
           2011           7,128
           2012           7,128
           2013           7,128
                        -------
                        $38,076
                        =======

7. INCOME TAXES

  The provision for income taxes consisted of the following:

                             Year Ended September 30
                           2008        2007        2006
Currently payable:
  Federal                ($16,846)  ($149,935)  ($128,967)
  State                       525         650         650
Deferred (credit)          16,846     149,935      90,785
                          -------     -------     -------
                             $525        $650    ($37,532)
                          =======     =======     =======

A reconciliation of the statutory federal income tax rate and the Company's
effective income tax rate is as follows:

                                         Year ended September 30
                          ______2008______   ______2007______   ______2006______
                           Amount     %       Amount     %       Amount     %
Statutory tax rate        $13,614   34.0%   ($99,397)(34.0%)  ($152,620)  34.0%
Surtax exemption
State income tax net of:
 Federal benefit              347    0.9%         429   0.1%        429    0.1%
Research and experimentation
 tax credits              (30,807) (76.9%)          0   0.0%          0    0.0%
Valuation allowance        17,193   42.9%      99,397  34.0%     90,785   20.2%
Federal AMT rate
 differential                   0    0.0%           0   0.0%          0    0.0%
Other                         178    0.4%         221   0.1%     23,874    5.3%
                           -------  ----      -------  ----    --------  -----
                             $525    1.3%        $650   0.2%   ($37,532)  (8.4%)
                           =======  ====      =======  ====     =======   ====
47
<page>

The temporary differences which give rise to deferred tax assets and
(liabilities) at September 30 are as follows:

                                            2008          2007
                                            ----          ----
  Inventory                              $145,074      $139,821
  Accrued warranty                          4,250         4,250
  Accrued vacation                         56,937        60,892
  Accounts receivable                       4,080         4,110
  Valuation allowance                    (210,341)     (209,073)
                                          -------       -------
  Net deferred tax assets
   (liabilities) - current                     $0            $0
                                          -------       -------

  Accelerated depreciation                $19,669        $7,659
  Research and experimentation
   tax credit carry forward               190,678       173,485
  AMT credit carry forward                 39,399        39,399
  NOL carry forward                        99,397        99,397
  Valuation allowance                    (349,143)     (319,940)
                                          -------       -------
  Net deferred tax assets
   (liabilities) - noncurrent                  $0             $0
                                          -------        -------
  Net deferred tax assets                      $0             $0
                                         ========        =======

  As required by Statement of Financial Accounting Standards No. 109, the
Company has evaluated the positive and negative evidence bearing upon the
realization of its deferred tax assets. The Company has determined that, at
this time, it is more likely than not that the Company will not realize all of
the benefits of federal and state deferred tax assets, and, as a result, a
valuation allowance was established. The research and experimentation tax
credit carry forwards and NOL carry forwards expire in 2027. At September 30,
2008, the Company's federal AMT credit can be carried forward indefinitely.

8. INDUSTRY SEGMENT DATA

  The Company's primary business segment involves the operations of Microwave
Filter Company, Inc. (MFC) which designs, develops, manufactures and sells
electronic filters, both for radio and microwave frequencies, to help process
signal distribution and to prevent unwanted signals from disrupting transmit
or receive operations.

48
<page>

9. STOCK OPTIONS

  On April 9, 1998, the Board of Directors and Shareholders of Microwave
Filter Company, Inc. approved the 1998 Microwave Filter Company, Inc.
Incentive Stock Plan (the "1998 Plan"). Under the 1998 Plan, the Company may
grant incentive stock options ("ISOs"), non-qualified stock options ("NQSOs")
and stock appreciation rights to directors, officers and employees of the
Company and its affiliates. The 1998 Plan reserved 150,000 shares for
issuance. The exercise price of the ISOs and NQSOs will be 100% of the fair
market value of the Common Stock on the date the ISOs and NQSOs are granted.
On June 21, 2004, the Board of Directors granted ISOs totaling 115,000 shares
and NQSOs totaling 35,000 shares at an exercise price of $1.47. All options
granted were 100% vested. The 1998 Plan terminated on April 10, 2008.

A summary of all stock option activity and information related to all options
outstanding follows:

<TABLE>
<CAPTION>
                                        2008
                                      --------
                          ISOs                     NQSOs
                        --------                  --------
                     Exercise   Shares         Exercise   Shares
                      Price                     Price
                     --------  --------        --------  --------
<S>                  <C>       <C>             <C>       <C>
Outstanding at
 beginning of year   $1.47     108,548         $1.47     30,000
Granted                  -           0             -          0
Exercised                -           0             -          0
Cancelled            $1.47     108,548         $1.47     30,000
                     -----    --------         -----   --------
Outstanding at
  end of year            -           0             -          0
                     -----    --------         -----   --------
Exercisable at
  end of year            -           0             -          0
                     -----    --------        ------   --------
</TABLE>

49
<page>

<TABLE>
<CAPTION>
                                        2007
                                      --------
                          ISOs                     NQSOs
                        --------                  --------
                     Exercise   Shares         Exercise   Shares
                      Price                     Price
                     --------  --------        --------  --------
<S>                  <C>       <C>             <C>       <C>
Outstanding at
 beginning of year   $1.47     108,548         $1.47     30,000
Granted                  -           0             -          0
Exercised                -           0             -          0
Cancelled                -           0             -          0
                     ------   --------         ------  --------
Outstanding at
  end of year        $1.47     108,548         $1.47     30,000
                     ------   --------         ------  --------

Exercisable at
  end of year        $1.47     108,548         $1.47     30,000
                     ------   --------        -------  --------

</TABLE>

10. LEGAL MATTERS

  There are currently no material pending legal proceedings against the
Company or its subsidiaries.

11. SUBSEQUENT EVENTS

  On October 13, 2008, the Company purchased 244,007 shares of it's stock from
one shareholder at a cost of $122,003.

50
<page>

12. SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

  The following table sets forth certain unaudited quarterly financial
information For the years ended September 30, 2008 and 2007:

<TABLE>
<CAPTION>

                                        2008 Quarter Ended
                       -----------------------------------------------------
                         Dec. 31      March 31      June 30       Sept. 30
                       ----------    ----------    ----------    ----------
<S>                    <C>           <C>           <C>           <C>
Net sales              $1,343,311    $1,216,664    $1,362,359    $1,308,791

Cost of sales          $  828,872    $  816,260    $  819,505    $  829,269

Net income (loss)      $   37,750    $  (79,122)   $   54,256    $   26,632

Earnings (loss)
 per common share:     $      .01    $     (.03)   $      .02    $      .01


                                        2007 Quarter Ended
                       -----------------------------------------------------
                         Dec. 31      March 31      June 30       Sept. 30
                       ----------    ----------    ----------    ----------
<S>                    <C>           <C>           <C>           <C>
Net sales              $1,045,073    $1,276,391    $1,122,960    $1,189,809

Cost of sales          $  708,973    $  792,194    $  766,586    $  767,732

Net (loss) income      $ (130,564)   $   24,792    $ (149,075)   $  (38,146)

(Loss) earnings
 per common share:     $     (.04)   $      .01    $     (.05)   $     (.01)


</TABLE>

51
<page>

                        EXHIBIT INDEX
                                                                           Page

Exhibit No.   Description                                                 Number

3.1      MFC Certificate of Corporation, as amended.                           *

3.2      MFC Amended and Restated Bylaws.                                      *

10.1     Bond Purchase Agreement dated as of February 22,1984                  *
         among MFC, Onondaga County Industrial Development Agency
         ("OCIDA") and Key Bank of Central New York ("Bondholder").

10.2     Lease Agreement dated as of February 22, 1984 between MFC and OCIDA.  *

10.3     Mortgage and Security Agreement dated as of February 22, 1984 from    *
         MFC and OCIDA to the Bondholder.

10.4     Guaranty Agreement dated as of February 22, 1984 from MFC to OCIDA    *
         and the Bondholder.

31.1 Section 13a-14(a)/15d-14(a) Certification of Carl F. Fahrenkrug

31.2     Section 13a-14(a)/15d-14(a) Certification of Richard L. Jones

32.1     Section 1350 Certification of Carl F. Fahrenkrug

32.2     Section 1350 Certification of Richard L. Jones


*  Previously filed

52
<page>

Microwave Filter Company and Subsidiaries

Schedule II - VALUATION AND QUALIFYING ACCOUNTS

SEPTEMBER 30, 2008, 2007 and 2006


<TABLE>
<CAPTION>



Col. A                                         Col. B               Col. C                    Col. D       Col. E
                                                                           Additions
                                               Balance at           Charged to    Charged to               Balance
                                               Beginning            Costs and     Other                    at End
Description                                    of Period            Expenses      Accounts    Deductions   of Period
-----------                                    ---------            -----------------------   ----------   ----------

<S>                                            <C>                  <C>           <C>          <C>         <C>
Year ended September 30, 2008
Allowance for doubtful accounts                 $12,087                $419         $250          $756      $12,000
Inventory valuation reserves                    389,726              14,731                                 404,457
                                               --------             -------       ------       -------     --------
                                               $401,813             $15,150         $250          $756     $416,457
                                               ========             =======       ======       =======     ========


Year ended September 30, 2007
Allowance for doubtful accounts                 $11,537                  $0         $550            $0      $12,087
Inventory valuation reserves                    389,200                 526                                 389,726
                                               --------             -------       ------       -------     --------
                                               $400,737                $526         $550            $0     $401,813
                                               ========             =======       ======       =======     ========


Year ended September 30, 2006
Allowance for doubtful accounts                 $16,390                  $0           $0        $4,853      $11,537
Inventory valuation reserves                    362,139              27,061                                 389,200
                                               --------             -------       ------       -------     --------
                                               $378,529             $27,061           $0        $4,853     $400,737
                                               ========             =======       ======       =======     ========





</TABLE>

53
<page>