SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C 20549

                                FORM 10-KSB

(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, 1999_____________________________
                                    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 incorporation or organization)
                                            (I.R.S. Employer Identification No.)

_____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 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.__

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<PAGE>

  The aggregate market value of the voting stock held by non-affiliates of the
registrant at the close of business on  December 1, 1999 was $2,618,898.

  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, 1999:   3,188,438

  Documents incorporated by reference: None.


                           PART I

ITEM 1. BUSINESS.

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."

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

  A quality plan is developed for each incoming order. Working as a team,
engineers, designers, fabricators and technicians identify any potential design
or manufacturing challenges before the project begins. With a quality plan,
design to shipping time is reduced due to careful resource planning.

  The manufacturing facility includes a state-of-the-art CAD-CAM system, a test
department with automated network analyzers to 50 GHz, a high capacity conveyor
soldering oven, a fully compliant finishing operation and a TQM/ISO9000 based
quality assurance program to insure the intrinsic quality of the products
produced.

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<PAGE>

  Efficient 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.

  A network based CAD-CAM 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-9000 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 -0 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.


Niagara Scientific, Inc. (NSI)
------------------------------

  NSI manufactures material handling equipment for suppliers of consumer goods.
Such suppliers would include food processors or any other manufacturer of
packaged consumer products that need to be moved into shipping cartons at a
certain rate of speed.

  The Schroeder Machines Division (SMD), in existence for over 50 years, is a
division of Niagara Scientific. SMD manufactures a number of case packing
solutions but is most noted for its Quadnumatic. The Quadnumatic is an
automatic case packing machine that performs all the functions of collating,
case forming, loading and sealing products into their shipping cartons at
packing speeds ranging from 12 to 30 cases per minute.

  Other products offered by Schroeder include a servo pick-and-place machine
for top loading packaging applications and a case erector/bottom taping
machine for customers who still hand pack or need to add a case former to an
existing case packing machine.

  With robotics becoming more prevalent in the handling of food,
pharmaceuticals and other large volume consumer products, SMD has become a
systems integrator for Staibli of Switzerland and Adept Technology, Inc. of
San Jose, CA. Both companies manufacture robot systems for high-speed assembly
and packaging operations. This added capability has allowed Schroeder to serve
its customer base with the most up-to-date technology.

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

  Cable television is establishing a place for itself in the afterglow of the
Telecommunications Act of 1966. This important federal legislation removed
restrictions from telephone companies offering video services and from cable
companies offering telephone service. Its purpose was to increase competition
among those service providers. A result of this legislation has been the
convergence of several industries such as the acquisition of TCI, the largest
US cable television company, by AT&T. Though it may appear as though this
legislation has encouraged monopoly, instead it has offered companies the
ability to combine resources and acquire capital for new projects. In recent
years, the demand for fast and varied data services has greatly increased. The
next few years will see these converged companies working towards delivering
consumers the high-speed voice and data services they demand.

  Broadcast - Several areas of broadcast are served by Microwave Filter
Company with the most active being Wireless Cable.

  Wireless Cable is a video delivery service that has attempted to compete with
cable television throughout this decade with limited success. This service
delivers 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.

  Forces that worked against the success of this market were limited financial
sources, access to programming, channel limitations and regulatory obstacles.
While some of these obstacles were overturned, the industry struggled for
financial backing. Unfortunately with modest finances, business plans could
not be met. Nor was it possible to invest in new technology necessary to offer
new services now being demanded by the public. Despite its problems, Wireless
Cable is a viable technology for fast two-way data delivery and telephony.
Interest in this technology is still keen. Over the last two years, several
telephone companies have been acquiring Wireless Cable systems because of
their potential in delivering high speed data. It is also a viable technology
in international markets that lack the infrastructure for cable television
delivery. The hope is that this market will rebound domestically with the help
of the telephone companies.

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<PAGE>
  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, additional expensive coaxial or waveguide runs up the tower
become unnecessary.

  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.

   Another area which is predicted to revive Wireless Cable is LMDS,
frequencies between 28 and 31 GHz which have been designated for fixed
wireless broadband services. Canada has been leading the way in the
development of this market by rolling out voice and high speed internet
access. In the US, the FCC has also been auctioning off frequencies over the
last two years. Several systems utilizing this technology have also been
launched in numerous overseas markets. LMDS essentially uses the same
operating equipment as Wireless Cable providers. Microwave Filter Company
sells a notch and bandpass filter series to remove interference at the
transmitter to this market.

   LPTV - Low Power Television or LPTV is an option in the U.S. as a
multichannel subscription television service.  A system similar to Wireless
Cable can be configured to deliver channels of programming to areas
where off air signals cannot be received.  The only difference between both
services is broadcast frequency and the type of antenna located at the
subscriber's home.  An LPTV receive antenna would look like any other off air
broadcast antenna in contrast to the microwave antenna used for Wireless
Cable. LPTV frequencies are easier to obtain and there are more LPTV than
Wireless channels available. In fact, due to the limited number of Wireless
Cable frequencies, Wireless Cable operators are using a combination of Wireless
and LPTV frequencies to increase the number of channels offered to their
subscribers.  As a broadcaster, LPTV differs from traditional television only
in broadcast power.  With lower broadcast power, the service has a smaller
reception area than high power broadcast stations.

  Microwave Filter Company provides channel combiners and interference filters
for this industry.  The channel combiners are used to group channels and
eliminate additional coaxial runs to the broadcast tower.  Filters are also
used in broadcast equipment to eliminate interference.

   Radio and Television Broadcast - MFC primarily serves these broadcast areas
with interference filters to reduce equipment harmonics. 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 - Filters and traps 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.

  Direct Broadcast Satellite or DBS is a version of home satellite programming
delivered direct to the home.  It differs from C-band TVRO by the size of the
receive antenna. DBS broadcasts at a higher frequency requiring a smaller
satellite dish than C-band TVRO.  Both satellite dealers and cable television

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<PAGE>
systems market the service to offer consumers television options.

  Mobile Radio - 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. With the number of services increasing and
our air waves becoming more congested, filters are increasingly important to
many transmit operations.  Cellular telephone has been the largest mobile
radio growth market. The Cellular market is beginning to level off and now
Personal Communications Services (PCS) is an area of mobile radio on the rise.

  Microwave and RF - 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.

  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.

Niagara Scientific, Inc. (NSI)
------------------------------

  NSI - Like MFC, NSI and its divisions seek niche markets arising from
certain demographic changes in the industrial work force which promotes
acceptance of automation in both large and small factories.  NSI's typical
product is customized to the purchaser's operation and is the result of system
engineering.  The product makes tactical use of precision mechanical movements
or sensors of physical characteristics under microprocessor control.  These
smart machines reduce labor costs through faster operation and increased
quality.

  Typical customers for case packing machines are food processors or makers of
cosmetics, pharmaceuticals, candies or hardware whose product must be cased
for shipping and storage.

  Other custom equipment is designed for inspection-rejection, counting,
analyzing or otherwise monitoring, reporting or controlling a continuous
manufacturing or industrial process.

  Typical customers are commodity mass producers in the food, drug and paint
industries.

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<PAGE>


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

  Management believes that world marketing is a route to substantial expansion
of sales for MFC/NSI. Export opportunities for MFC's communication related
products are many - especially in areas of the world such as China, the
Pacific Rim and South America. Marketing research reveals that the Company's
products are in high demand in these areas of the world. 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
interests in those regions.

  NSI products are less suitable for export for a number of reasons, including
their large size and complexity, less demand in underdeveloped areas for
automation and significant local competition.  However, NSI is well qualified
to produce and or distribute complementary products under license.

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.

BACKLOG
-------

  At September 30, 1999, the Company's total backlog of orders was $1,117,856
compared to $746,795 at September 30, 1998.  At September 30, 1999, MFC's
backlog of orders was $520,576 compared to $647,270 at September 30, 1998.
At September 30, 1999, NSI's backlog of orders was $597,280 compared to $99,525
at September 30, 1998. The total Company backlog at September 30, 1999 is
scheduled to ship during fiscal 2000.

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<PAGE>

EMPLOYEES
---------

  At September 30, 1999, the Company employed 73 full-time permanent
employees, 4 part-time permanent employees, and 7 full-time temporary
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 $355,366, $490,153 and $337,250 for the fiscal years 1999,
1998 and 1997, 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.


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.
MFC presently occupies approximately 35,000 square feet with the balance
(approximately 5,000 square feet) occupied by NSI.


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.











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<PAGE>


                         PART II

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

  MFC's common stock is traded on the NASDAQ over-the-counter market under the
symbol MFCO.  The information set forth was obtained from statements provided
by the NASD. The following table shows the high and low sales prices for MFC's
common stock for each full quarterly period within the two most recent fiscal
years. 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 1999                        High      Low

Oct. 1, 1998 to Dec. 31, 1998   $  1.31  $   .81
Jan. 1, 1999 to Mar. 31, 1999      3.25      .88
Apr. 1, 1999 to June 30, 1999      1.25      .81
July 1, 1999 to Sept. 30, 1999     1.19      .81


Fiscal 1998                        High      Low

Oct. 1, 1997 to Dec. 31, 1997   $  1.38   $  .88
Jan. 1, 1998 to Mar. 31, 1998      1.38      .94
Apr. 1, 1998 to June 30, 1998      1.31     1.00
July 1, 1998 to Sept. 30, 1998     1.19      .75

Adjusted for all stock dividends.

  The approximate number of stockholders on September 30, 1999 was 1,800.

  On November 4, 1998, the Board of Directors declared a five cents per share
cash dividend to shareholders of record on February 2, 1999, to be distributed
on February 17, 1999.

  On October 29, 1997, the Board of Directors declared a five cents per share
cash dividend to shareholders of record on February 3, 1998, to be distributed
on February 18, 1998.

  On January 15, 1997, the Board of Directors declared a five cents per share
cash dividend to shareholders of record on February 3, 1997, to be distributed
on February 18, 1997.













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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
                                     1999         1998         1997          1996         1995
<S>                              <C>          <C>          <C>           <C>           <C>
Net Sales                        $ 6,572,949  $ 6,989,106  $ 6,175,425   $ 7,532,710   $ 7,655,198
Net Income (1)                   $   160,471  $    69,424  $   434,772   $   504,295   $    19,164
Total Assets                     $ 4,704,630  $ 5,051,078  $ 5,173,481   $ 5,410,266   $ 5,273,931
Long Term Debt                   $         0  $         0  $    46,065   $   102,774   $   439,545
Earnings Per Share               $       .05  $       .02  $       .12   $       .14   $       .01
Weighted Average Number of
Common Shares Outstanding*         3,283,098    3,535,522    3,548,240     3,525,362     3,478,451
Stock (%) Dividends                                                               5%            5%
Cash ($) Dividends Paid Per
   Share                         $       .05  $       .05          .05           .05
*Adjusted for all stock dividends.


Net income as a percentage of:          1999         1998         1997          1996           1995
Sales.............................       2.4          1.0          7.0           6.7            0.3
Assets............................       3.4          1.4          8.4           9.3            0.4
Equity............................       4.3          1.7         10.2          12.7            0.5

</TABLE>

(1)  In the fourth quarter of 1997, the Company received life insurance death
benefits of $350,000 as a result of the death of a former officer.


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

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, 1999.

Product group  (in thousands)  Fiscal 1999    Fiscal 1998   Fiscal 1997

Niagara Scientific                $  406         $  211        $  587
Microwave Filter:
  Cable TV                         4,258          3,588         3,592
  RF/Microwave                     1,244          2,119           740
  Broadcast TV                       522            940         1,096
  Satellite Communications           143            131           160
  Total                           $6,573         $6,989        $6,175

Sales backlog at 9/30             $1,118         $  747        $1,190



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Fiscal 1999 compared to fiscal 1998

  Consolidated net sales for the fiscal year ended September 30, 1999 equalled
$6,572,949, a decrease of $416,157 or 6% when compared to consolidated net
sales of $6,989,106 during the fiscal year ended September 30, 1998.

  Microwave Filter Company, Inc. (MFC) sales decreased $611,040 or 9% to
$6,166,754 during the fiscal year ended September 30, 1999 when compared to
sales of $6,777,794 during the fiscal year ended September 30, 1998.

  The decrease in MFC sales can primarily be attributed to a decrease in the
sales of the Company's RF/Microwave products to OEMs (Original Equipment
Manufacturers). MFC's RF/Microwave product sales decreased $875,402 or 41.3%
to $1,243,649 during the fiscal year ended September 30, 1999 when compared to
sales of $2,119,051 during the the fiscal year ended September 30, 1998. The
decrease in MFC's RF/Microwave product sales was primarily due to the
completion of OEM contracts during fiscal 1998. The Company believes there
will  continue to be an increased demand for filters in the OEM market. Part
of the Company's long term strategy has been to invest in product and
infrastructure development to exploit new markets such as LMDS (Cellular TV),
PCS and PCN; and, continue to develop OEM relationships.

  MFC's Cable TV product sales increased $669,743 or 18.7% to $4,257,651 during
the fiscal year ended September 30, 1999 when compared to net sales of
$3,587,908 during the fiscal year ended September 30, 1998. The increase in
sales can primarily be attributed to an increase in demand from overseas
customers.

  MFC's Broadcast TV product sales, which includes wireless cable products,
decreased $417,995 or 44.5% to $522,167 during the fiscal year ended September
30, 1999 when compared to sales of $940,162 during the fiscal year ended
September 30, 1998. The decrease in sales can primarily be attributed to
market conditions.

  Niagara Scientific, Inc. (NSI), a wholly owned subsidiary, sales increased
$194,883 or 92% to $406,195 for the fiscal year ended September 30, 1999 when
compared to sales of $211,312 for the twelve months ended September 30, 1998.
The increase in sales can be attributed to NSI's efforts to develop new
products by introducing several standard low price products and a new
capability to integrate "Robotics" into case packing and other material
handling machines. NSI's backlog of orders at September 30, 1999 increased
$497,755 to $597,280 when compared to $99,525 at September 30, 1998.

  Gross profit decreased $210,992 or 7.7% to $2,534,166 during the fiscal
year ended September 30, 1999 when compared to gross profit of $2,745,158
during the fiscal year ended September 30, 1998. The dollar decrease in gross
profit during fiscal 1999 when compared to fiscal 1998 can primarily be
attributed to the decrease in sales. As a percentage of sales, gross profit
equalled 38.6% during the fiscal year ended September 30, 1999 when compared
to 39.3% during the fiscal year ended September 30, 1998.









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<PAGE>
  Selling, general and administrative (SG&A) expenses decreased $358,244 or
13% to $2,403,178 during the fiscal year ended September 30, 1999 when
compared to SG&A expenses of $2,761,422 during the fiscal year ended September
30, 1998. Planned decreases were realized during fiscal 1999 in research and
development expenses and advertising and promotional expenses. Sales
commissions expense was also down during fiscal 1999 when compared to last
year primarily due to the decrease in MFC's RF/Microwave product sales. As a
percentage of sales, SG&A expenses equalled 36.6% during the fiscal year ended
September 30, 1999 when compared to 39.5% during the fiscal year ended
September 30, 1998.

  Income from operations increased $147,252 to $130,988 during the fiscal year
ended September 30, 1999 when compared to a loss from operations of $16,264
during the fiscal year ended September 30, 1998. On an industry segment basis,
MFC's income from operations decreased $68,407 to $411,644 for the fiscal year
ended September 30, 1999 when compared to income from operations of $480,051
for the fiscal year ended September 30, 1998. The decrease can primarily be
attributed to the decrease in MFC sales. NSI recorded a loss from operations
of $209,043 for the fiscal year ended September 30, 1999 compared to a loss
from operations of $419,778 for the fiscal year ended September 30, 1998.
NSI's improvement can primarily be attributed to the increase in sales and
planned decreases in research and development and advertising and promotional
expenses during fiscal 1999 when compared to fiscal 1998. Corporate expenses
decreased $4,924 to $71,613 for the fiscal year ended September 30, 1999 when
compared to $76,537 for the fiscal year ended September 30, 1998. The decrease
can be attributed to a decrease in legal expenses during fiscal 1999 when
compared to fiscal 1998.

  The Company's effective income tax rate equalled 18.1% during fiscal 1999
compared to 4.0% during fiscal 1998 primarily due to the higher levels of pre-
tax income.


Fiscal 1998 compared to fiscal 1997

  Consolidated net sales for the fiscal year ended September 30, 1998 equalled
$6,989,106, an increase of $813,681 or 13.2% when compared to consolidated net
sales of $6,175,425 during the fiscal year ended September 30, 1997.

  Microwave Filter Company, Inc. (MFC) sales increased $1,189,932 or 21.3% to
$6,777,794 during the fiscal year ended September 30, 1998 when compared to
sales of $5,587,862 during the fiscal year ended September 30, 1997.

  The increase in MFC sales can primarily be attributed to an increase in the
sales of the Company's RF/Microwave products to OEMs (Original Equipment
Manufacturers). MFC's RF/Microwave product sales increased $1,378,589 or
186.2% to $2,119,051 during the fiscal year ended September 30, 1998 when
compared to sales of $740,462 during the the fiscal year ended September 30,
1997. There has been increased demand for filters in the OEM market. Part of
the Company's long term strategy has been to invest in product and
infrastructure development to exploit new markets such as LMDS (Cellular TV),
PCS and PCN; and, continue to develop OEM relationships. This strategy is
proving successful and has helped offset the hiatus in demand in Wireless
Cable; as well as a decrease in sales in the Schroeder Machines Division of
Niagara Scientific, Inc., a wholly owned subsidiary.

  MFC's Cable TV product sales were essentially identical to the same period
last year. Net sales were $ 3,587,908, a decrease of $4,282 or 0.1%, during
the fiscal year ended September 30, 1998 when compared to net sales of

12
<PAGE>
$3,592,190 during the fiscal year ended September 30, 1997. Competition in the
form of Direct Broadcast Satellite (DBS) continues to grow at the expense of
the Cable TV industry and this has impacted our sales. DBS offers more
channels and high quality digital reception. However, DBS cannot offer local
stations and is strictly a one-way service. CATV operators, while facing
competition, are beginning to expand their operations. Standards and
technology were introduced by Cable TV operators during 1998 for the
implementation of two-way services as telephony and internet access. Cable has
the capacity to offer clear, reliable and fast services in these areas. With
these new offerings to the marketplace, Cable TV operators will increase their
equipment purchases which should positively impact our sales to this market.

  MFC's Broadcast TV product sales, which includes wireless cable products,
decreased $155,458 or 14.2% to $940,162 during the fiscal year ended September
30, 1998 when compared to sales of $1,095,620 during the fiscal year ended
September 30, 1997. The decrease in sales can primarily be attributed to
market conditions. Demand in the Multichannel Multipoint Distribution Service
(MMDS) continues to be low as operators have waited for the successful testing
and implementation of digital compression technology. Wireless Cable has not
been able to offer services to subscribers that are on a par with Cable
Television or Direct Broadcast Satellite. In addition, the major Wireless
Cable operators in the U.S. are having cash flow problems, and it appears that
industry demand domestically will not improve until additional funding sources
are found. However, there are still viable markets internationally for this
technology, particularly in South America. Under developed countries that are
not wired for Cable Television service are attracted to Wireless Cable which
does not involve as large an effort for installation of service.

  Niagara Scientific, Inc. (NSI), a wholly owned subsidiary, sales decreased
$376,251 or 64% to $211,312 for the fiscal year ended September 30, 1998  when
compared to sales of $587,563 for the twelve months ended September 30, 1997.
During the past fiscal year, NSI has expanded its effort to develop new
products by introducing several standard low price products and a new
capability to integrate "Robotics" into case packing and other material
handling machines.

  Gross profit increased $262,211 or 10.6% to $2,745,158 during the fiscal
year ended September 30, 1998 when compared to gross profit of $2,482,947
during the fiscal year ended September 30, 1997. The dollar increase in gross
profit during fiscal 1998 when compared to fiscal 1997 can primarily be
attributed to the increase in sales. As a percentage of sales, gross profit
equalled 39.3% during the fiscal year ended September 30, 1998 when compared
to 40.2% during the fiscal year ended September 30, 1997. The Company did
incur significant manufacturing (excess scrap and rework) costs associated
with new product development during the second and primarily the third quarter
of the fiscal year ended September 30, 1998.

  Selling, general and administrative (SG&A) expenses increased $288,657 or
11.7% to $2,761,422 during the fiscal year ended September 30, 1998 when
compared to SG&A expenses of $2,472,765 during the fiscal year ended September
30, 1997. As a percentage of sales, SG&A expenses equalled 39.5% during the
fiscal year ended September 30, 1998 when compared to 40% during the fiscal
year ended September 30, 1997. Increases were realized primarily in research
and development expenses, advertising and promotional expenses and sales
commissions expense during fiscal 1998.




13
<PAGE>
  Income from operations decreased $26,446 to a loss from operations of $16,264
during the fiscal year ended September 30, 1998 when compared to income from
operations of $10,182 during the fiscal year ended September 30, 1997 primarily
due to the higher SG&A expenses this year when compared to last year.

  On an industry segment basis, MFC's income from operations increased $180,028
to $480,051 for the fiscal year ended September 30, 1998 when compared to
income from operations of $300,023 for the fiscal year ended September 30,
1997. The increase can primarily be attributed to the increase in MFC sales.
NSI recorded a loss from operations of $419,778 for the fiscal year ended
September 30, 1998 compared to a loss from operations of $183,675 for the
fiscal year ended September 30, 1997. NSI's loss can primarily be attributed
to low sales volume, increases in research and development and advertising and
promotional expenses, and the absorption of fixed overhead expenses during
fiscal 1998. Corporate expenses decreased $29,629 to $76,537 for the fiscal
year ended September 30, 1998 when compared to $106,166 for the fiscal year
ended September 30, 1997. The decrease can be attributed to a decrease in
legal expenses during fiscal 1998 when compared to fiscal 1997.

  Other income decreased $354,751 during the fiscal year ended September 30,
1998 when compared to the fiscal year ended September 30, 1997 primarily due to
the receipt of life insurance death benefits of $350,000, as a result of the
death of a former officer, during fiscal 1997.

  The Company's effective income tax rate equalled 4.0% during fiscal 1998
primarily due to the low levels of pre-tax income.




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
                                  1999          1998         1997
Cash & cash equivalents          $264,147    $1,236,513   $1,434,473
Investments                      $774,649       $     0      $     0
Working capital                $2,213,458    $2,558,181   $2,745,211
Current ratio                   3.35 to 1     3.78 to 1    4.20 to 1
Long-term debt                    $     0       $     0      $46,065

  Cash and cash equivalents decreased $972,366 to $264,147 at September 30,
1999 when compared to $1,236,513 at September 30, 1998. The decrease was a
result of $634,094 in net cash provided by operating activities, $1,055,017
in net cash used in investing activities and $551,443 in net cash used in
financing activities.

  Cash used in investing activities during fiscal 1999 consisted of funds used
to purchase investments and funds used for capital expenditures.

  Cash used in financing activities consisted of funds used to repurchase
common stock of the Company, funds used to pay a cash dividend and funds used
for principal payments on long-term debt.


14
<PAGE>
  The Company's Board of Directors has authorized the repurchase of up to
500,000 shares of the Company's outstanding common stock. The repurchases
will be made from time to time on the open market at prevailing market
prices or in negotiated transactions off the market. During fiscal 1999,
293,380 shares were repurchased using existing cash balances. Management
believes the common stock repurchase program, given the Company's present cash
position as well as the current market price of the stock, reflects its belief
in the fundamental strength of the business and also reflects its commitment to
enhancing shareholder value.

  At September 30, 1999, the Company had unused aggregate lines of credit
totaling $600,000.  Of these lines, $100,000 is for the purchase of equipment
and is collateralized by equipment and $500,000 is for working capital and is
collateralized by accounts receivable, inventories and equipment. The equipment
line of credit provides for interest at the bank's base rate plus one half
percent (1/2%). The working capital line of credit provides for interest at the
bank's base rate plus one quarter percent (1/4%).

  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.

YEAR 2000 READINESS DISCLOSURE
------------------------------

The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Company's
computer programs or hardware that have date-sensitive software or embedded
computer chips may recognize a date using "00" as the year 1900 rather than
the year 2000. This could result in a system failure or miscalculations which
could disrupt the Company's normal business activities.

The Company has conducted a full inventory of its computer systems to identify
the programs and systems that could be affected by the year 2000 problem. The
Company has evaluated and tested all critical programs and systems.  Although
no assurance can be given, the Company believes all critical software utilized
by the Company is presently year 2000 compliant. The total cost to the Company
of its own Year 2000 assessment, compliance and verification activities was
not  material to the Company's financial position or results of operations in
any given year.

The company has been surveying all major vendors and large customers to
assess their state of readiness in addressing the year 2000 problem. 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 and
adversely affect the business of the Company. 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.

The Company has and will continue to devote the resources necessary to address
any year 2000 issues.  The Company's contingency plan is to replace or repair
systems which fail unexpectedly after January 1, 2000. The Company estimates
that the costs associated with its "year 2000" contingency, if required, to be
less than $75,000.

15
<PAGE>




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

  Any statements contained in this report which are not historical facts are
forward looking statements; and, many important factors could cause actual
results to differ materially from those in the forward looking statements. Such
factors include, but are not limited to, changes (legislative, regulatory and
otherwise) in the MMDS, LPTV or Cable industry, demand for the Company's
products (both domestically and internationally), the development of
competitive products, competitive pricing, market acceptance of new product
introductions, technological changes, general economic conditions, litigation
and other factors, risks and uncertainties which may be identified in the
Company's Securities and Exchange Commission filings.




































16
<PAGE>






ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

  The Financial Statements and Financial Statement Schedules 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.


                          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 12/1/99    Class


TRUDI B. ARTINI       Mrs. Artini is an independent         108,815       3.4%
(a)(b)(d)             investor in MFC and various other
Age 77                business enterprises in Syracuse,
Director since 1974   New York.

DAVID B. ROBINSON MD  Dr. Robinson is Emeritus Professor    116,332       3.6%
(a)(b)(d)             of Psychiatry at the Health Science
Age 75                Center, State University of New York
Director since 1977   at Syracuse. He was a faculty member
                      from 1958 until his retirement in
                      1985 and served as Acting Chairman
                      of the Dept. of Psychiatry for six
                      of those years. Since 1989, he has
                      served as a Skaneateles Town
                      Councilman and in 1980 was a
                      founding Board Member of the
                      Skaneateles Festival of Chamber
                      Music.

LOUIS MISENTI         President and Principal               407,614      12.8%
Age 72                shareholder of SCI Corp.,
Director since 1976   Syracuse, New York since 1984.
                      SCI manufactures polishing
                      compounds for the automobile and
                      silverware industries.  Mr.
                      Misenti is also the managing
                      partner of Northern Pines Golf
                      Course, Cicero, New York which was
                      founded in 1970.  He was elected
                      Chairman of the Board of
                      Directors of MFC on March 27,
                      1993.


17
<PAGE>
                                                        Common Shares
                                                          Actually or   Percent
                                                         Beneficially     of
Director             Principal occupation               Owned 12/1/99    Class

CARL F. FAHRENKRUG PE Mr. Fahrenkrug was appointed          384,566      12.1%
(a)(d)                President and Chief Executive
Age 57                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.

MILO PETERSON         Mr. Peterson has served as            168,570       5.3%
(a)(d)                Executive Vice President and
Age 59                Corporate Secretary of NSI since
Director since 1990   January 1, 1992. Mr. Peterson
                      graduated from programs at Yale
                      University and Syracuse
                      University.  He served as Vice
                      President of Manufacturing of
                      Microwave Systems, Inc.,
                      Syracuse, N.Y. from 1970-1976.
                      He was elected Vice President
                      And Corporate Secretary of MFC
                      On March 27, 1993.

FRANK S. MARKOVICH    Mr. Markovich is a consultant in        4,508        *
(c)(d)                the manufacturing operations
Age 54                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.








18
<PAGE>


                                                         Common Shares
                                                          Actually or   Percent
                                                         Beneficially     of
Director             Principal occupation               Owned 12/1/99    Class

ROBERT R. ANDREWS     Mr. Andrews is the President and        1,214        *
(a)(c)                Principal shareholder of Morse
Age 58                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.

SIDNEY CHONG          Mr. Chong is Manager of Corporate      13,335        *
(a)(b)(c)             Accounting for Carrols Corp. in
Age 58                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.

Daniel Galbally       Mr. Galbally is an accountant           1,489        *
(b)(c)                for Auburn Steel Company, Inc.
Age 52                in Auburn, New York. Prior to
Director since 1995   joining Auburn Steel, 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.

(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.


19
<PAGE>
The Directors listed above and executive officers as a group own 1,239,853
shares or approximately 39% of the outstanding common shares of the Company.


IDENTIFICATION OF EXECUTIVE OFFICERS

        Name                   Age      Position

        Carl F. Fahrenkrug      57      President and Chief Executive Officer

        Richard L. Jones        51      Vice President and Chief Financial
                                        Officer

        Milo J. Peterson        59      Vice President and Corporate Secretary

        Paul W. Mears           40      Vice President of Engineering

        Terry C. Owens          45      Vice President of Sales

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.

Milo J. Peterson was elected Vice President and Corporate Secretary of MFC on
March 27, 1993. Mr. Peterson has served as Executive Vice President and
Corporate Secretary of NSI. He served as Vice President of Manufacturing of
Microwave Systems, Inc., Syracuse, NY, from 1970 - 1976.

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.

Terry C. Owens began his association with MFC in 1982 as an Associate Chief
Engineer. He served as a Project Engineer with Anaren Microwave from 1988
until 1992 when he began employment with Laser Precision Corp., in Utica,
New York, as a Product Specialist. He returned to MFC as Sales Manager,
Assistant Marketing Manager in February of 1995 and in April 1998, was
appointed Vice President of Sales.





20
<PAGE>






ITEM 11. EXECUTIVE COMPENSATION.

  The following table sets forth for the fiscal years ended September 30, 1999,
1998 and 1997, 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              1999    110,966       -
   President and CEO               1998    110,966       -
                                   1997    117,882       -


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 are currently matched at a rate
of 50% of employee contributions limited to 3.0% of compensation.

  MFC's contributions to the plans for the years ended September 30, 1999, 1998
and 1997 amounted to $82,720, $78,211 and $68,139, 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 reserves 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. The 1998 Plan will terminate
on April 10, 2008. There were no stock options or stock appreciation rights
granted or outstanding at September 30, 1999 or 1998.












21
<PAGE>

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

  Non-officer directors received fees of $400.00 per board meeting and $300.00
per committee meeting, with the exception of the executive committee which
received $400.00 per committee meeting, during fiscal 1999. MFC also
reimburses directors for reasonable expenses incurred in attending meetings.
The Chairman of the Board and Officer members receive no compensation for
their attendance at meetings. During fiscal 1999, the Company paid Louis S.
Misenti $23,000 in compensation (part of which was taken in stock) for his
services as Chairman of the Board of Directors of Microwave Filter Company,
Inc. In addition, the Company paid Louis S. Misenti $22,950 during fiscal
1999 for consulting services. Outside directors have the option of receiving
their compensation for meetings in the form of restricted shares of the
Company's common stock. For this purpose, shares are valued at 85% of the
mean between the bid and ask price of the stock at the beginning of each
quarter.

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

  The following table sets forth information as to the only persons known by
the Company to own beneficially more than 5% of the Common Stock of the Company
on December 1, 1999.

                                                                       % of
                                                                  Outstanding
                                                                Number of Shares
                                                                     Common
Name of Beneficial Owner   Address           Beneficially Owned  _____Stock_____

Frederick A. Dix &         209 Watson Rd.          244,007             7.7%
Marjorie Dix               N. Syracuse, NY 13212

Carl F. Fahrenkrug &       Indian Hill Rd.         384,566            12.1%
Rita Fahrenkrug            Manlius, NY 13104

Louis S. Misenti           140 Clearview Rd.       407,614            12.8%
                           Dewitt, NY 13214

Milo J. Peterson           218 Gulf Road           168,570             5.3%
                           Camillus, NY 13031

  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








22
<PAGE>

                           PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(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)    Reports On Form 8-K:

       There are no reports on Form 8-K for the three months ended
       September 30, 1999.

(C)    Exhibits:

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








































23
<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 22, 1999

  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| Louis S. Misenti          |S| Carl F. Fahrenkrug
------------------------      --------------------------
Louis S. Misenti              Carl F. Fahrenkrug
(Director)                    (Director)

|S| Milo J. Peterson          |S| Robert R. Andrews
------------------------      -----------------------
Milo J. Peterson              Robert R. Andrews
(Director)                    (Director)

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

Dated:  December 22, 1999


















                             24
<PAGE>

                 ANNUAL REPORT ON FORM 10-KSB

               MICROWAVE FILTER COMPANY, INC.
                      AND SUBSIDIARIES

         INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
              AND FINANCIAL STATEMENT SCHEDULE

                 ITEM 8, ITEM 14(a)(1) and (2)

CONSOLIDATED FINANCIAL STATEMENTS:                              Page

Independent Auditors' Report.....................................26
Consolidated Balance Sheets as of September 30, 1999 and 1998....27
Consolidated Statements of Operations for the Years
  Ended September 30, 1999, 1998 and 1997 .......................28
Consolidated Statements of Stockholders' Equity for the Years
  Ended September 30, 1999, 1998 and 1997 .......................29
Consolidated Statements of Cash Flows for the Years
  Ended September 30, 1999, 1998 and 1997 .......................30
Notes to Consolidated Financial Statements.......................31-37



SCHEDULE FOR THE YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997:

Independent Auditors' Report on Schedules........................39
II-Valuation and Qualifying Accounts.............................40

  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.



























25
<PAGE>

INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders of
Microwave Filter Company, Inc.


In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of Microwave
Filter Company, Inc. and Subsidiaries at September 30, 1999 and 1998, and the
results of their operations and their cash flows for each of the three years
in the period ended September 30, 1999, in conformity with accounting
principles generally accepted in the United States. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States, which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.



PricewaterhouseCoopers LLP


November 19, 1999






















26
<PAGE>


          Microwave Filter Company and Subsidiaries
                 Consolidated Balance Sheets

                                                              September 30
Assets                                                       1999       1998
------                                                       ----       ----
Current assets:
  Cash and cash equivalents                              $  264,147  $1,236,513
  Investments                                               774,649           0
  Accounts receivable-trade, net of allowance for
    doubtful accounts of $46,000 and $53,000                696,677     651,751
  Federal and state income tax recoverable                        0      55,813
  Inventories                                             1,192,259   1,328,386
  Deferred tax asset - current                              163,060     166,778
  Prepaid expenses and other current assets                  66,114      37,881
                                                          ---------   ---------
    Total current assets                                  3,156,906   3,477,122

Property, plant and equipment, net                        1,547,724   1,573,956
                                                          ---------   ---------

      Total Assets                                       $4,704,630  $5,051,078
                                                         ==========  ==========

Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
  Current portion of long term debt                         $     0     $44,851
  Accounts payable                                          215,099     355,435
  Customer deposits                                         271,025     111,306
  Accrued federal and state income taxes                     75,528           0
  Accrued payroll and related expenses                       70,258     101,332
  Accrued compensated absences                              240,343     224,775
  Other current liabilities                                  71,195      81,242
                                                          ---------   ---------
    Total current liabilities                               943,448     918,941

Deferred tax liability - noncurrent                           5,545      43,331
Deferred compensation and other liabilities                   5,396      11,994
                                                          ---------   ---------

    Total liabilities                                       954,389     974,266
                                                          ---------   ---------
Commitments

Stockholders' equity:
  Common stock, $.10 par value. Authorized 5,000,000 shares
    Issued 4,317,688 in 1999 and 4,294,733 in 1998          431,769     429,473
  Additional paid-in capital                              3,239,867   3,222,613
  Retained earnings                                       1,142,344   1,146,516

  Common stock in treasury, at cost,
  1,103,636 shares in 1999 and 810,203 shares in 1998    (1,063,739)   (721,790)
                                                          ---------   ---------

    Total stockholders' equity                            3,750,241   4,076,812
                                                          ---------   ---------

      Total Liabilities and Stockholders' Equity         $4,704,630  $5,051,078
                                                         ==========  ==========


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

27
<PAGE>


                   Microwave Filter Company and Subsidiaries
                     Consolidated Statements of Operations

                                         For the Years Ended September 30
                                       1999             1998            1997
                                       ----             ----            ----

Net sales                           $6,572,949       $6,989,106      $6,175,425

Cost of goods sold                   4,038,783        4,243,948       3,692,478
                                     ---------        ---------       ---------

    Gross profit                     2,534,166        2,745,158       2,482,947

Selling, general
  and administrative expenses        2,403,178        2,761,422       2,472,765
                                     ---------        ---------       ---------

    Income (loss) from operations      130,988          (16,264)         10,182


Non-operating Income (Expense)
    Interest income                     43,514           56,869          49,954
    Interest expense                    (2,174)          (5,838)         (9,529)
    Miscellaneous                       23,513           37,567          52,924
    Life insurance death
      benefits                               0                0         350,000
                                     ---------        ---------       ---------

    Income before income taxes         195,841           72,334         453,531


Provision for income taxes              35,370            2,910          18,759
                                     ---------        ---------       ---------

NET INCOME                            $160,471          $69,424        $434,772
                                     =========        =========       =========

Earnings Per Share                        $.05            $0.02           $0.12
                                     =========        =========       =========

Weighted average number of common
shares outstanding                   3,283,098        3,535,522       3,548,240
                                     =========        =========       =========



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


28
<PAGE>


                   Microwave Filter Company and Subsidiaries
                Consolidated Statements of Stockholders' Equity
            For the Years Ended September 30, 1999, 1998 and 1997
            -----------------------------------------------------


<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, 1996          4,259,446   $425,945   $3,192,641     $997,439   714,768   ($637,727)   $3,978,298

Net income                                                         434,772                             434,772
Stock issued to directors      15,813      1,581       13,719                                           15,300
Donated capital                                                               15,434
Cash dividend paid
     ($.05 per share)                                             (177,641)                           (177,641)
                            ---------   --------   ----------     --------   -------   ----------    ----------

Balance,
September 30, 1997          4,275,259    427,526    3,206,360    1,254,570   730,202    (637,727)    4,250,729

Net income                                                          69,424                              69,424
Stock issued to directors      19,474      1,947       16,253                                           18,200
Purchase of treasury stock                                                    80,000     (84,063)      (84,063)
Donated capital                                                                    1
Cash dividend paid
        ($.05 per share)                                          (177,478)                           (177,478)
                            ---------   --------   ----------     --------   -------   ----------    ----------

Balance,
September 30, 1998          4,294,733    429,473    3,222,613    1,146,516   810,203    (721,790)    4,076,812

Net income                                                         160,471                             160,471
Stock issued to directors      22,955      2,296       17,254                                           19,550
Purchase of treasury stock                                                   293,380    (341,949)     (341,949)
Donated capital                                                                   53
Cash dividend paid
     ($.05 per share)                                             (164,643)                           (164,643)
                           ----------  ---------   ----------   ----------   -------   ----------    ----------
Balance
September 30, 1999          4,317,688   $431,769   $3,239,867   $1,142,344 1,103,636 ($1,063,739)   $3,750,241
                           ==========   ========   ==========   ========== =========  ===========   ==========


</TABLE>


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








29
<PAGE>

                   Microwave Filter Company and Subsidiaries
                     Consolidated Statements of Cash Flows
                Increase (Decrease) in Cash and Cash Equivalents
                ------------------------------------------------

                                              For the Years Ended September 30
                                              --------------------------------
                                                   1999      1998       1997
                                                   ----      ----       ----

Cash flows from operating activities:
       Net income                                $160,471    $69,424   $434,772

Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation                                  306,600    333,285    302,087
    Inventory obsolescence provision                  528          0     19,763
    Bad debt provision                                  0          0      2,775
    Stock compensation                             19,550     18,200     15,300
    Deferred income taxes                         (34,068)   142,829    (67,841)
  Changes in assets and liabilities:
    Accounts receivable-trade, net                (44,926)  (107,161)   176,490
    Federal and state income taxes                131,341    (85,921)  (259,508)
    Inventories                                   135,599    (66,444)   217,273
    Other assets                                  (28,233)    66,399    (38,327)
    Accounts payable and customer deposits         19,383     96,539   (103,815)
    Accrued payroll, compensated absences and
      related expenses                            (15,506)     1,024       (444)
    Other current liabilities                     (10,047)     3,534    (27,528)
    Deferred compensation                          (6,598)    (5,972)    (5,406)
                                                ---------   --------   --------
    Net cash provided by operating activities     634,094    465,736    665,591
                                                ---------  ---------   --------
Cash flows from investing activities:
  Investments                                    (774,649)         0          0
  Capital expenditures                           (280,368)  (345,321)  (280,717)
                                                 --------   --------    -------
    Net cash used in investing activities      (1,055,017)  (345,321)  (280,717)
                                                ---------   --------   --------
Cash flows from financing activities:
  Principal payments on long-term debt            (44,851)   (56,834)   (53,759)
  Purchase of treasury stock                     (341,949)   (84,063)         0
  Cash dividend paid                             (164,643)  (177,478)  (177,641)
                                                 --------   --------   --------
    Net cash used in financing activities        (551,443)  (318,375)  (231,400)
                                                ---------   --------   --------
    Net increase (decrease)
         in cash and cash equivalents            (972,366)  (197,960)   153,474

Cash and cash equivalents at beginning of year  1,236,513  1,434,473  1,280,999
                                                ---------   --------   --------
CASH AND CASH EQUIVALENTS AT END OF YEAR         $264,147 $1,236,513 $1,434,473
                                               ==========  =========  =========



Supplemental disclosures of cash flows:
  Cash paid during the year for (approximately):
    Interest                                       $2,800     $7,000    $10,000
    Income taxes                                  $25,000    $27,000   $346,000

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

30
<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 two industries. The Company extends credit to business
customers 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, commercial and defense electronics. Niagara
Scientific, Inc. 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.

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); located
in Syracuse, New York. All significant intercompany balances and transactions
have been eliminated in consolidation.

c. Cash Equivalents

 The Company considers all highly liquid investments purchased with an original
maturity of 90 days or less to be cash equivalents. The carrying value at
September 30, 1999 and September 30, 1998 approximates fair value. Substantially
all cash balances were invested at one financial institution at September 30,
1999 and 1998.

d. Investments

 Investments consist of commercial paper and government backed obligations
that have an original maturity of more than three months and a remaining
maturity of less than one year. The Company's practice is to invest cash with
financial institutions that have acceptable credit ratings.








31
<PAGE>
e. Inventories

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

f.  Research and Development

 Costs in connection with research and development, which amount to $355,366,
$490,153 and $337,250 for the fiscal years 1999, 1998 and 1997, respectively,
are charged to operations as incurred.

g. 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.  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.

h. 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.

i. Earnings Per Share

 In the first quarter of fiscal 1998, the Company adopted Statement of
Accounting Standards ("SFAS") No. 128, Earnings per Share. This standard
requires presentation of basic earnings per share ("EPS"), computed based on
the weighted average number of common shares outstanding for the period, and
diluted EPS, which gives the effect to all dilutive potential shares
outstanding (i.e. options) during the period after restatement for any stock
dividends. The Company had no dilutive potential common shares outstanding for
the years ended September 30, 1999, 1998 or 1997. Income used in the EPS
calculation is net income for each year.

j. Reclassifications

 Certain reclassifications have been made to prior year balances to conform to
current year groupings.

k. Segment Information

 Effective October 1, 1998, the Company adopted Financial Accounting Standards
Board Statement No. 131, Disclosures About Segments of an Enterprise and
Related Information, which changes the way the Company reports information
about its operating segments.






32
<PAGE>
l. 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.


2. INVENTORIES

Inventories net of provision for obsolescence
consisted of the following:                     September 30
                                          1999                 1998
                                          ----                 ----
  Raw materials and stock parts         $755,086             $950,170
  Work-in-process                        317,434              233,000
  Finished goods                         119,739              145,216
                                        --------            ---------
                                      $1,192,259           $1,328,386
                                      ==========           ==========


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

                                                 September 30
                                          1999                 1998
                                          ----                 ----

  Land                                  $143,000             $143,000
  Building and improvements            1,803,653            1,786,951
  Machinery and equipment              2,684,498            2,466,457
  Office equipment and fixtures        1,347,645            1,302,020
  Other                                   46,753               46,753
                                       ---------            ---------
                                       6,025,549            5,745,181
  Less: Accumulated depreciation       4,477,825            4,171,225
                                       ---------            ---------
                                      $1,547,724           $1,573,956
                                      ==========           ==========


4. LONG-TERM DEBT

Long-term debt consisted of the following:                 September 30
                                                      1999             1998


 Capitalized lease obligation                         $     0         $44,851


  Less: current portion                                     0          44,851
                                                      -------         -------
                                                      $     0         $     0
                                                      =======         =======


33
 <PAGE>

     The capitalized lease obligation represented the Company's obligation
to the Onondaga County Industrial Agency (OCIDA) which financed the purchase
of the Company's primary manufacturing facility. The facility serves as
collateral for the debt.  The Company financed its purchase of the facility
through an Industrial Development Revenue Bond issued by OCIDA and purchased
by a bank.  The Company guaranteed the payment on the bonds to the bank on
behalf of OCIDA.  Payments were due quarterly, through April 1999, in an amount
which fully amortized the unpaid principal of the bonds.  The interest
rate was adjusted quarterly and was equal to 2.5% plus 65% of the thirteen week
average rate of interest for Treasury Bills (5.60% at September 30, 1998).

5. CREDIT FACILITIES

 The Company has unused aggregate lines of credit totaling $600,000.  Of these
lines, $100,000 is for the purchase of equipment and is collateralized by
equipment and $500,000 is for working capital and is collateralized by
accounts receivable, inventories and equipment. The equipment line of credit
provides for interest at the bank's base rate plus one half percent (1/2%). The
working capital line of credit provides for interest at the bank's base rate
plus one quarter percent (1/4%).

6. 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 are currently matched at a rate of 50%
of employee contributions limited to 3.0% of compensation.

 The Company's matching contributions to the 401-K plan for the years ended
September 30, 1999, 1998 and 1997 were $62,720, $58,211 and $48,139 ,
respectively. Additionally, the Company may make discretionary contributions
to the non-contributory profit sharing plan. These contributions were $20,000,
$20,000 and $20,000 in 1999, 1998 and 1997, respectively.

7. OBLIGATIONS UNDER OPERATING LEASES

 The Company leases equipment under operating lease agreements expiring at
various dates through September 30, 2003. Rental expense under these leases
for the years ended September 30, 1999, 1998 and 1997 amounted to $61,420,
$97,256 and $97,948, respectively.

 Minimum rental commitments at September 30, 1999 for these leases are:

        Year Ended     Principal
       September 30    Payments
       ------------    --------

           2000         12,866
           2001          9,923
           2002          9,923
           2003          6,615
                      --------
                      $ 39,327
                      ========


34
<PAGE>
8. INCOME TAXES

 The provision for income taxes consisted of the following:

                             Year Ended September 30
                          1999         1998         1997
Currently payable (recoverable):
  Federal               $ 68,438    ($142,019)     $78,600
  State                    1,000        2,100        8,000
Deferred (credit)        (34,068)     142,829      (67,841)
                         -------      -------      -------
                         $35,370       $2,910      $18,759
                         =======      =======     ========

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

                                         Year ended September 30
                          ______1999______   ______1998______  ______1997______
                           Amount     %       Amount     %      Amount     %
Statutory tax rate        $66,586    34.0%   $24,593    34.0%  $154,201   34.0%
Surtax exemption           (6,958)   (3.5%)  (11,510)  (15.9%)        0      0
State income tax net of:
 Federal benefit              820     0.4%     1,722     2.4%     5,280    1.2%
Foreign sales corp.
 benefit                   (5,558)   (2.8%)   (2,792)   (3.9%)   (6,841)  (1.5%)
Research and experimentation
 tax credits              (27,903)  (14.3%)   (8,057)  (11.1%)  (14,014)  (3.1%)
Life insurance death
 benefits                       0       0          0       0   (119,000) (26.2%)
Other                       8,383     4.3%    (1,046)   (1.5%)     (867)  (0.3%)
                         --------   ------   -------    ------  -------- ------
                          $35,370    18.1%    $2,910     4.0%   $18,759    4.1%
                         ========   ======  ========    ====== ========= ======

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

                                            1999          1998
                                            ----          ----
  Inventory                              $115,015       $116,079
  Accrued vacation                         66,077         62,912
  Other                                   (18,032)       (12,213)
                                          -------        -------
  Net deferred tax assets - current      $163,060       $166,778
                                         ========       ========

  Accelerated depreciation              ($100,576)     ($101,232)
  Research and experimentation
   tax credit carry forward                61,934         34,031
  AMT credit carry forward                 42,181         39,341
  Other                                    (9,084)       (15,471)
                                           ------       --------
  Net deferred tax liabilities
   - noncurrent                           ($5,545)      ($43,331)
                                           ======       ========

 Based on the Company's history of taxable earnings and its expectations for
the future, management has determined that operating income will more likely
than not be sufficient to recognize its deferred tax assets. At September 30,
1999, the Company's federal AMT credit can be carried forward indefinitely.

35
<PAGE>


9. INDUSTRY SEGMENT DATA

  The Company's primary business segments involve (1) operations of Microwave
Filter Company, Inc. (MFC) which manufactures electronic filters used for
preventing interference or signal processing in cable television, satellite,
broadcast, aerospace and government markets; and (2) operations of Niagara
Scientific, Inc. (NSI) which manufactures industrial automation equipment.

 Information by industry segment is as follows: (thousands of dollars)
                                     1999        1998       1997
Net Sales (Unaffiliated):
  MFC                               $6,167      $6,778     $5,588
  NSI                                  406         211        587
  Total                             $6,573      $6,989     $6,175

Operating Profit (Loss): (a)
  MFC                                 $412        $480       $300
  NSI                                 (209)       (420)      (184)
  Corporate                            (72)        (76)      (106)
  Total                               $131        ($16)       $10

Identifiable Assets: (b)
  MFC                               $4,014      $3,535     $3,618
  NSI                                  427         279        121
  Subtotal                           4,441       3,814      3,739
  Corporate Assets-Cash and
  Cash Equivalents                     264       1,237      1,434
  Total                             $4,705      $5,051     $5,173

Depreciation & Amortization Expense:
  MFC                                 $280        $304       $281
  NSI                                   27          29         21
  Total                               $307        $333       $302

Capital Expenditures:
  MFC                                 $280        $284       $280
  NSI                                    0          61          1
                                      $280        $345       $281

Significant Export Sales:
  MFC                                 $845        $546       $602

Sales to Significant Customers:
  MFC:
  Motorola Government Systems            -        $707          -


(a) Operating profit (loss) is total revenue less operating expenses. In
computing operating profit, none of the following items have been added or
deducted: general corporate expenses, interest expense, income taxes and
miscellaneous income. Expenses incurred on behalf of both Companies are
allocated based upon estimates of their relationship to each entity.

(b) Identifiable assets by industry are those assets that are used in the
Company's operations in each industry.
36
<PAGE>


10. 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 reserves 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. The 1998 Plan will terminate
on April 10, 2008. There were no stock options or stock appreciation rights
granted or outstanding at September 30, 1999.

11. LEGAL  MATTERS

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

12.  FOURTH QUARTER ADJUSTMENTS

  In the fourth quarter of fiscal 1997, the Company received life insurance
death benefits of $350,000 as a result of the death of a former officer.
































37
<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.

10.5     Application by Debtor in Possession for Authority to Sell General     *
         Intangible Assets and Order (MFC's acquisition of CT-1000 System).

10.6     Stock Purchase Agreement dated February 8, 1993 between Glyn and      *
         Emily Bostick and MFC.

 * Previously filed






























38
<PAGE>

INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULE





To the Board of Directors and Stockholders of
Microwave Filter Company, Inc.

Our audits of the consolidated financial statements referred to in our report
dated November 12, 1999 included in this 1999 Annual Report on Form 10-K of
Microwave Filter Company, Inc. and Subsidiaries also included an audit of the
financial statement schedule listed in ITEM 14(a)(2) of this Form 10-K. In our
opinion, this financial statement schedule presents fairly, in all material
respects, the information set forth therein when read in conjunction with
the related consolidated financial statements.



PricewaterhouseCoopers LLP


November 19, 1999



































39
<PAGE>
Microwave Filter Company and Subsidiaries

Schedule II - VALUATION AND QUALIFYING ACCOUNTS

SEPTEMBER 30, 1999, 1998 and 1997



<TABLE>
<CAPTION>




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

<S>                                            <C>                  <C>           <C>          <C>            <C>
Year ended September 30, 1999
Allowance for doubtful accounts                 $52,622                   $0                     $6,652        $45,970
Inventory valuation reserves                    372,634                  528                          0        373,162
                                               --------             --------      -------       -------       --------
                                               $425,256                 $528           $0        $6,652       $419,132
                                               ========             ========      =======      ========       ========


Year ended September 30, 1998

Allowance for doubtful accounts                 $57,905                                          $5,283        $52,622
Inventory valuation reserves                    613,813                                         241,179        372,634
                                               --------             --------      -------       -------       --------
                                               $671,718                   $0           $0       $19,870       $425,256
                                               ========             ========      =======       =======       ========


Year ended September 30, 1997

Allowance for doubtful accounts                 $75,000               $2,775                    $19,870        $57,905
Inventory valuation reserves                    594,050               19,763                          0        613,813
                                               --------             --------      -------       -------       --------
                                               $669,050              $22,538           $0       $19,870       $671,718
                                               ========             ========      =======       =======       ========



</TABLE>









                               40
<PAGE>