EXHIBIT 10.39

                             STOCK OPTION AGREEMENT

          STOCK OPTION AGREEMENT (the "Agreement"), dated March 10, 1998, by and
between LOGIMETRICS,  INC., a Delaware corporation (the "Company"),  and RUSSELL
J. REARDON II (the "Optionee").

                              W I T N E S S E T H:

          WHEREAS, the Company has agreed to grant to the Executive an option to
purchase  common  stock  of  the  Company  in  recognition  of  the  Executive's
performance of past services;

          NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants herein contained and other good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged,  the parties hereto,  intending
to be legally bound, hereby agree as follows:

          1. Grant of Option.  The Company  hereby  grants to the  Optionee  the
option (the  "Option")  to purchase One Hundred  Three  Thousand  Three  Hundred
Thirty Three  (103,333)  shares (the "Option  Shares") of the common stock,  par
value $.01 per share (the "Common  Stock"),  of the Company at an exercise price
of $0.55 per share (the "Exercise Price").

          2. Terms Governing Exercise of Option. The Option becomes  exercisable
upon the  occurrence  of the  Effective  Date (as such  term is  defined  in the
Agreement,  dated March 10,  1998,  by and between the Company and the  Optionee
(the  "Severance  Agreement"))  and shall expire and cease to be  exercisable on
February 27, 1999, or on such earlier date as provided herein. The Option may be
exercised from time to time as to all or part of the Option Shares.  In order to
exercise the Option,  the Optionee must provide written notice to the Company of
his  election,  setting  forth the number of whole Option Shares with respect to
which the  Option is being  exercised,  and  accompanied  by payment of the full
Exercise Price for the number of Option Shares being purchased.

          3. Termination of Option. In the event that the Company terminates the
Severance  Agreement as the result of a material  breach of the terms thereof by
the Optionee,  the Option shall immediately terminate and be of no further force
and effect.

          4. Non-Assignability.  No rights granted to the Optionee hereunder are
assignable or transferable (whether by operation of law or otherwise and whether
voluntarily  or  involuntarily)  other than  pursuant to the laws of descent and
distribution.  During  the  life of the  Optionee,  all  rights  granted  to the
Optionee hereunder may be exercised only by the Optionee.

          5. Effect on Optionee's Status.  Nothing contained herein shall confer
upon the  Optionee  the right to  continue in the  service of the  Company,  its
subsidiaries  or their  respective  affiliates,  or affect  any  right  that the
Company,  its subsidiaries or their respective  affiliates may have to terminate
the Optionee's services.

          6. Conditions of Purchase. The Option is granted on the condition that
the  purchase of the Option  Shares upon the exercise of the Option shall be for

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investment purposes and not with a view to resale or distribution. The foregoing
condition  shall be  inoperative  if the Option Shares are  registered  for sale
under the  Securities  Act of 1933,  as  amended  (the  "Securities  Act"),  and
applicable  state  securities  laws  or if in the  opinion  of  counsel  for the
Company, the Option Shares may be resold without such registration.  At the time
of the exercise of the Option or any part  thereof,  the Optionee  shall execute
such further  agreements  as the Company may require to implement  the foregoing
condition and to acknowledge the Optionee's familiarity with restrictions on the
resale of the Option  Shares under then  applicable  securities  laws.  Upon the
Optionee's request,  the Company shall furnish copies of such publicly available
financial  and other  information  concerning  the Company and its  business and
prospects as may be reasonably  requested by the Optionee in connection with the
exercise of this Option.

          7. Withholding. The Optionee agrees that the exercise of the Option in
whole  or in part  will not be  effective,  and no  Option  Shares  will  become
transferable to the Optionee,  until the Optionee makes appropriate arrangements
with the  Company for such income and other  payroll tax  withholding  as may be
required of the Company under  federal,  state,  or local law on account of such
exercise.

          8. Capital  Structure  Adjustments.  The number of shares and Exercise
Price covered by the unexercised  portion of the Option shall be proportionately
adjusted  for any  increase or decrease in the number of  outstanding  shares of
Common Stock resulting from a stock split,  reverse stock split, stock dividend,
combination or  reclassification  of the Common Stock. Any such adjustment shall
be made  without  change  in the  aggregate  purchase  price  applicable  to the
unexercised  portion of the  Option and shall be made by the board of  directors
whose determination in that respect shall be final,  binding and conclusive.  In
making any  adjustment  pursuant to this Section 8,  fractional  shares shall be
disregarded.  Except as expressly provided herein, no issuance by the Company of
shares of stock of any class or securities  convertible  into shares of stock of
any class shall effect,  and no adjustment by reason thereof shall be made, with
respect to the number or price of shares of Common Stock covered by the Option.

          9. Dissolution;  Merger;  Sale of Assets. In the event of the proposed
dissolution or liquidation of the Company, the Company shall notify the Optionee
at least fifteen days prior to such proposed  action.  To the extent that it has
not been previously  exercised,  the Option will terminate  immediately prior to
the  consummation  of such  proposed  action.  In the  event of a merger  of the
Company with or into another corporation or the sale of all or substantially all
of the  assets of the  Company,  the Option  shall be  assumed or an  equivalent
option  shall  be  substituted  by a  successor  corporation  or a  parent  or a
subsidiary  of such  successor  corporation.  In the event  that such  successor
corporation  does not agree to assume the option or to  substitute an equivalent
option,  the board of directors  shall notify the Optionee that the Option shall
be fully exercisable for a period of at least fifteen (15) days from the date of
such notice and the Option will  terminate  upon the later of the  expiration of
such period or the consummation of the merger.

          10. No Rights as a Stockholder. The Optionee shall not have any rights
as a  stockholder  or any claim to dividends  with respect to any Option  Shares
until the proper exercise of the Option as required  hereby,  the payment of the
Purchase  Price and the issuance by the Company of a stock  certificate  for the
Option Shares so purchased.

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          11. Optionee  Acknowledgments.  The Optionee  agrees and  acknowledges
that (i) no member of the board of  directors of the Company or any other person
or entity  shall be liable  for any action or  determination  made in good faith
with respect to the Option,  (ii) the Option  granted  hereby is not intended to
qualify as an incentive stock option under section 422A of the Internal  Revenue
Code of 1986, as amended,  and (iii) the Company makes no  representation  as to
the tax treatment to the Optionee upon receipt or exercise of the option or sale
or other disposition of the shares covered by the Option.

          12.  Registration  Rights.  The Optionee shall be entitled to the same
registration  rights  with  respect  to the  Option  Shares  as are set forth in
Section 11 of the Option Agreement,  dated May 5 1996,  between the Optionee and
the Company as if such provisions were set forth herein at length.

          13.  Notices.  Any notice given to the Company  hereunder  shall be in
writing and shall be addressed to the  Secretary of the Company at its principal
executive  office,  or at  such  other  address  as the  Company  may  hereafter
designate to the Optionee by notice as provided herein.  Any notice given to the
Optionee hereunder shall be in writing and shall be addressed to the Optionee at
the address set forth in the employee  records of the Company,  or at such other
address as the  Optionee  may  hereafter  designate  to the Company by notice as
provided herein. Notices shall be deemed to have been duly given when personally
delivered or three (3) days after being mailed by registered  or certified  mail
to the party entitled to receive the same.

          14. Entire Agreement.  This Agreement constitutes the entire agreement
among the parties hereto  pertaining to the subject matter hereof and supersedes
all other prior and contemporaneous agreements, understandings, negotiations and
discussions,  whether oral or written, of the parties.  Other than the Severance
Agreement,  there are no other agreements between the parties in connection with
the subject  matter  hereof.  In the event that the terms of this  Agreement are
inconsistent  with the terms of the  Severance  Agreement  regarding the subject
matter hereof, then the terms of this Agreement shall govern.

          15.  Governing Law. This Agreement shall be governed by, and construed
in  accordance  with,  the  internal  laws of the  State  of New  York,  without
reference to the choice of law principals thereof.

          16. Assignment;  Successors and Assigns;  No Third Party Rights.  This
Agreement  may not be assigned by the Optionee and any attempt at  assignment by
the Optionee shall be null and void.  This  Agreement  shall be binding upon and
inure to the  benefit of the  parties  hereto and their  respective  successors,
permitted  assigns and legal  representatives.  This Agreement  shall be for the
sole benefit of the parties hereto and their  respective  successors,  permitted
assigns  and  legal  representatives  and  is  not  intended,  nor  shall  it be
construed, to give any person other than the parties hereto and their respective
successors,  permitted assigns and legal  representatives any legal or equitable
right, remedy or claim.

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          17.  Amendment and  Modification;  Waiver.  This Agreement may only be
amended or modified in a writing signed by the party against whom enforcement of
such amendment or modification is sought. Any of the terms or conditions of this
Agreement  may be  waived  at any  time by the  party  entitled  to the  benefit
thereof,  but only by a  writing  signed  by the  party  waiving  such  terms or
conditions.

          18. No Strict  Construction.  Each of the parties  hereto  acknowledge
that this  Agreement has been prepared  jointly by the parties  hereto and their
respective  counsel,  and this Agreement shall not be strictly construed against
either party.

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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


                                       LOGIMETRICS, INC.



                                       By:/s/Norman M. Phipps
                                          __________________________________
                                          Norman M. Phipps, President and Chief
                                           Operating Officer



                                           /s/Russell J. Reardon II
                                           __________________________________
                                           Russell J. Reardon II