SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                 April 26, 2001

                        Date of Report (Date of earliest
                                 event reported)

                             ANAREN MICROWAVE, INC.

             (Exact name of registrant as specified in its charter)

          New York                       0-6620                 16-0928561
----------------------------    -----------------------     ------------------
(State or other jurisdiction    (Commission File Number)      (IRS Employer
     of incorporation)                                      Identification No.)

6635 Kirkville Road, East Syracuse, New York                      13057
--------------------------------------------                    ----------
  (Address of principal executive offices)                      (Zip Code)

                                 (315) 432-8909
                         (Registrant's telephone number,
                              including area code)

          (Former name or former address, if changed since last report)


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<PAGE>

Items 1-4.        Not Applicable.

Item 5.           Other Events.

On April 9, 2001, the Board of Directors of Anaren  Microwave,  Inc., a New York
corporation (the  "Company"),  declared a dividend payable April 27, 2001 of one
right (a "Right") for each outstanding share of common stock, par value $.01 per
share ("Common  Stock"),  of the Company held of record at the close of business
on April 27, 2001 (the "Record  Time"),  or issued  thereafter  and prior to the
Separation Time (as hereinafter defined).  The Rights will be issued pursuant to
a  Shareholder  Protection  Rights  Agreement,  dated as of April 20,  2001 (the
"Rights  Agreement"),  between the Company and American  Stock  Transfer & Trust
Company,  as  Rights  Agent  (the  "Rights  Agent").  Each  Right  entitles  its
registered  holder to purchase from the Company,  after the Separation Time, one
share of Common Stock for $170.00 (the "Exercise Price"), subject to adjustment.
As long as the Rights are attached to the Common  Stock,  the Company will issue
one Right with each new share of Common  Stock so that all such shares will have
Rights attached.

The Rights will be evidenced by the Common Stock certificates until the close of
business on the earlier of (either, the "Separation Time") (i) the tenth day (or
such later date as the Board of  Directors  of the Company may from time to time
fix by resolution adopted prior to the Separation Time that would otherwise have
occurred) after the date on which (subject to certain exceptions) any Person (as
defined  in the  Rights  Agreement)  other than the  Company,  a  majority-owned
subsidiary  of the  Company or an employee  stock  ownership  or other  employee
benefit  plan of the  Company  or a  majority-owned  subsidiary  of the  Company
commences a tender or exchange offer which, if consummated, would result in such
Person's becoming the Beneficial Owner of 20% or more of the outstanding  shares
of Common Stock (any Person having such  Beneficial  Ownership being referred to
as an "Acquiring Person") and (ii) the first date (the "Flip-in Date") of public
announcement by the Company or an Acquiring  Person that an Acquiring Person has
become  such,  other than as a result of a  Flip-over  Transaction  or Event (as
defined  below);  provided that if the foregoing  results in the Separation Time
being prior to the Record Time, the Separation Time shall be the Record Time and
provided further that if a tender or exchange offer referred to in clause (i) is
cancelled,  terminated or otherwise withdrawn prior to the Separation Time, such
offer shall be deemed  never to have been made.  The Rights  Agreement  provides
that,  until the Separation  Time, the Rights will be transferred  with and only
with the Common Stock.  Common Stock  certificates  issued after the Record Time
but prior to the  Separation  Time  shall  evidence  one Right for each share of
Common Stock  represented  thereby and shall contain a legend  incorporating  by
reference the terms of the Rights Agreement (as such may be amended from time to
time).  Notwithstanding the absence of the aforementioned  legend,  certificates
evidencing  shares of Common  Stock  outstanding  at the Record  Time shall also
evidence one Right for each share of Common Stock  evidenced  thereby.  Promptly
following the  Separation  Time,  separate  certificates  evidencing  the Rights


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("Rights  Certificates")  will be mailed to holders of record of Common Stock at
the Separation Time.

The Rights will not be  exercisable  until the  Business  Day (as defined in the
Rights  Agreement)  following the Separation Time. The Rights will expire on the
earliest of (i) the Exchange Time (as defined below), (ii) the close of business
on April  27,  2011 and  (iii)  the date on which the  Rights  are  redeemed  as
described below (in any such case, the "Expiration Time").

The  Exercise  Price  and  the  number  of  Rights  outstanding,  or in  certain
circumstances  the  securities  purchasable  upon  exercise of the  Rights,  are
subject to  adjustment  from time to time to prevent  dilution in the event of a
Common  Stock  dividend on, or a  subdivision  or a  combination  into a smaller
number of shares of,  Common  Stock,  or the  issuance  or  distribution  of any
securities or assets in respect of, in lieu of or in exchange for Common Stock..
In the event  that  prior to the  Expiration  Time a Flip-in  Date  occurs,  the
Company  shall take such action as shall be necessary to ensure and provide that
each Right (other than Rights  beneficially owned by the Acquiring Person or any
affiliate or associate thereof, which Rights shall become void) shall constitute
the right to purchase from the Company,  upon the exercise thereof in accordance
with the terms of the Rights Agreement, that number of shares of Common Stock of
the  Company  having  an  aggregate  Market  Price,  on the  date of the  public
announcement  of an Acquiring  Person's  becoming  such (the "Stock  Acquisition
Date") that gave rise to the Flip-in Date, equal to twice the Exercise Price for
an amount in cash equal to the then current  Exercise  Price.  In addition,  the
Board of  Directors  of the  Company  may,  at its  option,  at any time after a
Flip-in  Date  and  prior to the  time  that an  Acquiring  Person  becomes  the
Beneficial  Owner of more than 50% of the  outstanding  shares of Common  Stock,
elect to  exchange  all (but not less than all) of the then  outstanding  Rights
(other than Rights  Beneficially  Owned by the Acquiring Person or any affiliate
or associate thereof, which Rights become void) for shares of Common Stock at an
exchange ratio of one share of Common Stock per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar  transaction  occurring after
the date of the Separation Time (the "Exchange  Ratio").  Immediately  upon such
action by the Board of Directors  (the "Exchange  Time"),  the right to exercise
the Rights will  terminate  and each Right will  thereafter  represent  only the
right to receive a number of shares of Common Stock equal to the Exchange Ratio.

In the  event  that  prior to the  Expiration  Time  the  Company  enters  into,
consummates  or permits to occur a transaction or series of  transactions  on or
after the Stock  Acquisition  Date in which,  directly  or  indirectly,  (A) the
Company shall  consolidate  with or shall merge into any other  Person,  (B) any
Person  shall  merge  with and into the  Company  and the  Company  shall be the
continuing or surviving  corporation of such merger and, in connection with such
merger,  all or part of the Common Stock shall be changed into or exchanged  for
stock or other securities of any other Person (or of the Company) or cash or any
other property,  or (C) the Company shall sell or otherwise  transfer (or one or
more of its  Subsidiaries  shall  sell or  otherwise  transfer),  in one or more
transactions,  assets or earnings power aggregating 50% or more of the assets or
earning  power of the  Company


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<PAGE>

and its  Subsidiaries  (taken as a whole) to any other  Person  (other  than the
Company or one or more wholly owned  Subsidiaries  of the Company)(a  "Flip-over
Transaction  or  Event"),  then the  Company  shall take such action as shall be
necessary  to ensure,  and shall not enter into,  consummate  or permit to occur
such  Flip-over  Transaction  or  Event  until  it  shall  have  entered  into a
supplemental agreement with the Person engaging in such Flip-over Transaction or
Event (the  "Flip-over  Entity"),  for the benefit of the holders of the Rights,
providing,  that upon consummation or occurrence of the Flip-over Transaction or
Event (i) each Right shall thereafter  constitute the right to purchase from the
Flip-over  Entity,  upon exercise  thereof in  accordance  with the terms of the
Rights Agreement,  that number of shares of common stock of the Flip-over Entity
having an aggregate  Market Price on the date of  consummation  or occurrence of
such  Flip-over  Transaction  or Event equal to twice the Exercise  Price for an
amount in cash equal to the then current  Exercise  Price and (ii) the Flip-over
Entity  shall  thereafter  be liable for,  and shall  assume,  by virtue of such
Flip-over  Transaction  or  Event  and  such  supplemental  agreement,  all  the
obligations  and duties of the  Company  pursuant to the Rights  Agreement.  For
purposes of the foregoing description, the term "Acquiring Person" shall include
any Acquiring Person and its Affiliates and Associates  (other than the Company,
a wholly owned Subsidiary of the Company or an employee stock ownership or other
employee  benefit  plan of the  Company  or a  wholly  owned  Subsidiary  of the
Company), counted together as a single Person.

The Board of Directors  of the Company may, at its option,  at any time prior to
the Flip-in Date, redeem all (but not less than all) the then outstanding Rights
at a price  (calculated to the nearest one one-hundredth of a cent) equal to the
Exercise  Price,  as in  effect  at the  Redemption  Time,  divided  by  170,000
(initially $0.001 per Right) (the "Redemption Price"), as provided in the Rights
Agreement.  Immediately upon the action of the Board of Directors of the Company
electing  to redeem the  Rights,  without  any  further  action and  without any
notice,  the right to  exercise  the Rights will  terminate  and each Right will
thereafter  represent only the right to receive the Redemption Price in cash for
each Right so held.

The holders of Rights will, solely by reason of their ownership of Rights,  have
no rights as shareholders of the Company,  including,  without  limitation,  the
right to vote or to receive dividends.

The Rights will not prevent a takeover of the Company. The Rights,  however, may
have certain anti-takeover effects. The Rights may cause substantial dilution to
a person or group  that  acquires  20% or more of the  Common  Stock  unless the
Rights  are  first   redeemed  by  the  Board  of   Directors  of  the  Company.
Nevertheless,  the Rights should not interfere with a transaction that is in the
best  interests of the Company and its  shareholders  on or prior to the Flip-in
Date,  because  the  Rights can be  redeemed  before  the  consummation  of such
transaction.

The  foregoing  description  of the  Rights  is  qualified  in its  entirety  by
reference to the Rights Agreement and the exhibits thereto.


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Item 6.           Not Applicable.

Item 7.           Exhibits.

      4.1   Rights  Agreement,  which  includes as Exhibit A the forms of Rights
            Certificate  and Election to Exercise,  incorporated by reference to
            Exhibit 4.1 to the  Company's  Registration  Statement  on Form 8-A,
            filed with the Commission on April 26, 2001.

      4.2   Press release, dated April 26, 2001, issued by the Company.


                                  Page 5 of 6
<PAGE>

                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                                ANAREN MICROWAVE, INC.

                                                By:    /s/ Lawrence A. Sala
                                                   --------------------------
                                                       Lawrence A. Sala
                                                       President and CEO

Date: April 26, 2001


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