SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

        FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                     For the fiscal year ended June 30, 1997
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                           Commission File No. 0-10696

                                LogiMetrics, Inc.
              (Exact name of small business issuer in its charter)

          Delaware                                            112171701
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

50 Orville Drive, Bohemia, New York                            11716
(Address of principal executive offices)                   (Zip Code)

Issuer's telephone number:(516) 784-4110

Securities registered pursuant to Section 12(b) of the Act: NONE

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

                     Common Stock, par value $.01 per share
                                (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will 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-KSB or any
amendment to this Form 10-KSB [X]

         State issuer's revenues for its most recent fiscal year: $11,374,182

As of December  12,  1997,  the  aggregate  market value of voting stock held by
non-affiliates  of the Registrant was $2,111,000 as computed by reference to the
closing  bid price of the stock  ($0.44)  multiplied  by the number of shares of
voting stock outstanding on December 12, 1997 held by non-affiliates.

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

   Class of Common Stock                   Outstanding at December 12, 1997
   ---------------------                   --------------------------------
   Common Stock, par value                       25,601,814 shares
      $.01 per share

           Transitional Small Business Disclosure Format (check one):

                               Yes [ ]       No [X]


<PAGE>



                                LOGIMETRICS, INC.
                                   FORM 10-KSB
                            YEAR ENDED JUNE 30, 1997
                                      INDEX


                                     PART I

                                                                   Page

Item 1.      Description of Business..................................     3

Item 2.      Description of Property..................................     10

Item 3.      Legal Proceedings........................................     10

Item 4.      Submission of Matters to a Vote of Security Holders......     10




                                     PART II


Item 5.      Market for Common Equity and Related Stockholder Matters.     11

Item 6.      Management's Discussion and Analysis of Financial      
             Condition and Results of Operations .....................     11

Item 7.      Consolidated Financial Statements........................     15

Item 8.      Changes in and Disagreements on Accounting and Financial
             Disclosures..............................................     37


                                    PART III


Item 9.  Directors, Executive Officers, Promoters and Control
         Persons; Compliance with Section 16(a) of the Exchange
         Act by the Company...........................................     37

Item 10. Executive Compensation.......................................     40

Item 11. Security Ownership of Certain Beneficial Owners and
         Management...................................................     43

Item 12. Certain Relationships and Related Transactions...............     46


                                     PART IV


Item 13. Exhibits, Financial Statements, Schedules and Reports on
         Form 8-K.....................................................     48



<PAGE>



                                     PART I


Item 1.  Description of Business

General

The Company  manufactures and sells high-power  amplifiers,  including traveling
wave tube amplifiers ("TWTAs") and other peripheral transmission equipment, used
to transmit  communication  signals.  The Company  also  manufactures  and sells
instrumentation amplifiers for industrial, commercial and military applications,
either as stand-alone units or as part of  electromagnetic  test systems used to
measure  the   electromagnetic   compatibility   ("EMC")   and   electromagnetic
susceptibility ("EMS") of various equipment, including satellite earth stations,
wireless communication systems,  automobiles and other transportation equipment.
These systems  frequently  incorporate  multiple TWTAs. The Company's  customers
include  military and other  governmental  agencies,  manufacturers  and testing
laboratories. Customers using the Company's amplifiers, systems and test systems
in   the    communications    area   include    CellularVision    Technology   &
Telecommunications,   L.P.   ("CT&T"),   the  National   Aeronautics  and  Space
Administration,  the European Space Agency, Eaton Corporation and the NASA Lewis
Research  Center Jet  Propulsion  Laboratory,  and in the EMC/EMS  area  include
General Motors Proving Ground,  TRW, Inc., Lockheed Martin Corporation and Space
Systems Loral.

The TWTAs sold by the  Company  are used for a variety of  purposes,  including:
Local Multipoint  Distribution Service ("LMDS") and Very Small Aperture Terminal
("VSAT")  transmitting devices,  EMC/EMS testing,  microwave studies and general
high-power component testing. In addition,  the Company sells complete specialty
systems in response to specific customer  requests.  These systems are typically
designed to meet specific  customer  needs and range from  automated EMS testing
systems to sophisticated  electronic ground-based or airborne electronic warfare
equipment.  These systems  typically  incorporate one or more TWTAs and may also
include software and ancillary equipment.

Since March 1996,  the Company has sought to redirect  its  business  focus away
from defense  applications and toward commercial  opportunities.  In particular,
the  Company  is now  actively  pursuing  the sale of  TWTAs,  other  high-power
amplifiers and peripheral equipment operating in the Ka band (26-40 GHz) for use
in the emerging market for LMDS service and for new satellite applications.

In  furtherance  of this change in strategic  focus,  in April 1997, the Company
merged with mmTech,  Inc. ("mmTech") which designs,  develops,  manufactures and
sells telecommunications equipment for use in the LMDS market. See "Management's
Discussion and Analysis." The Company's  customers in the LMDS market  presently
consist of CT&T and certain licensees of CT&T. See "Sales and Marketing."

The Company was founded in December 1968. The Company's headquarters are located
at 50 Orville Drive,  Bohemia,  New York 11716 and its telephone number is (516)
784-4110.

Industry Overview

The Company  believes  that many of the  existing  markets for its TWTAs,  other
high-power  amplifiers and related products are maturing and, in some instances,
are in  decline.  For  instance,  prior to 1995,  a  significant  portion of the
Company's business  consisted of sales of high-power  electronic jamming systems
and related products to the U.S.  military and foreign  military  organizations.
However,  in conjunction with the contraction of the U.S. defense industry,  the
Company's military sales have declined.

Other traditional  markets for the Company's TWTAs, other high-power  amplifiers
and related products have historically been characterized by low revenue growth.
For  instance,  the Company  sells  equipment to  manufacturers  for testing the
sensitivity  of various  products  to  electromagnetic  forces.  In the  EMC/EMS
market,  the  Company's  products are  generally  used to flood an instrument or
piece  of  equipment  with  electromagnetic  energy  over a  broad  spectrum  of
frequencies  and to record the results of the test.  The Company  believes  that
this and other traditional  markets for the Company's  products are growing at a
rate of approximately 5% per year.

In response to the decline in the U.S. defense industry and the low growth rates
characterizing  other existing markets for the Company's  products,  the Company
has sought new markets for its products,  with  particular  emphasis on the LMDS
market and other broad band applications.

LMDS  generically  describes a proposed  method of providing  two-way broad band
services,  such  as  video  programming  distribution,  video  teleconferencing,
wireless  local  loop  telephony  and high speed  data  transmission  (including
Internet  access).  The  Federal  Communications   Commission  (the  "FCC")  has
announced  that in February 1998 it will grant,  through a  competitive  auction
process,  licenses to offer LMDS  services in all of the 493 basic trading areas
in the U.S. ("BTAs"),  excluding the New York Primary  Metropolitan  Statistical
Area ("PMSA") where  CellularVision of New York, L.P. ("CVNY"),  an affiliate of
CT&T,  has an existing  license.  Two licenses will be awarded for each BTA. One
license will include 1,150 MHz of spectrum  (the "Block A License"),  consisting
of  frequencies in the 27.5 GHz - 28.35 GHz, 29.1 GHz - 29.25 GHz and 31.075 GHz
- 31.225 GHz bands.  The other  license  will  include 150 MHz of spectrum  (the
"Block B License"),  consisting of  frequencies in the 31.0 GHz 

<PAGE>

- 31.075 GHz and 31.225 GHz - 31.3 GHz bands. See "Government Regulation."

The Company believes that, as a result of this auction process, a new segment of
the telecommunications industry will emerge, although no assurances can be given
in that  regard.  As of  December  12,  1997,  CVNY is the  only  entity  with a
commercial license to provide LMDS services in the U.S. The Company has, through
CT&T,  supplied CVNY with the transmitters and other equipment used by it in the
New York market.

In addition to the LMDS market in the U.S., several foreign  countries,  such as
Canada,  the  Philippines,  Thailand,  Russia and the  Republic  of Korea,  have
reserved  spectrum for the provision of LMDS services.  The Company has, through
CT&T,  provided   transmitters  and  other  equipment  to  licensees  of  CT&T's
technology  providing  those  services  outside the United  States.  The Company
believes  that,  as a result of the FCC's auction of LMDS  licenses,  additional
countries will begin to authorize the provision of LMDS  services.  Due to these
developments,  the  Company  believes  that the  LMDS  market  could  experience
significant  growth in the future,  although no assurances  can be given in that
regard.  The Company's  objective is to build on its experience as a supplier of
LMDS equipment to capitalize on the expected growth of this market. In addition,
many of the  components  used in the  Company's  LMDS  equipment can be used for
Ka-band satellite communications.

LMDS Systems

The Company designs, develops,  manufactures and sells transmitters,  repeaters,
relays and other  infrastructure  equipment  used to provide LMDS service.  LMDS
services  use  signals  transmitted  at  relatively  high  frequencies  (28 GHz)
compared to other transmission  methods. At higher frequency,  signals attenuate
more quickly ("path loss") and can be adversely affected by rain ("rain fade").

As currently contemplated, LMDS service will be provided in a cellular system to
minimize  the  effects  of the  relatively  short  distances  traveled  by  high
frequency signals  (typically three miles or less) because of path loss and rain
fade. By utilizing a cellular  system,  and by employing  certain  techniques to
limit  inter-cell  interference,  frequencies  can be re-used from cell to cell,
thereby effectively covering a large area and maximizing the amount of bandwidth
available to carry video, voice or data transmissions.

Video,  telephone  services or data  signals to be  transmitted  through an LMDS
system are  received  by the system  from  satellite  transponders,  terrestrial
microwave  facilities  and/or  studios  at a  head-end.  Signals  are  generally
processed  at the  head-end  and are then sent to  transmitters  located in each
adjacent cell which,  in turn,  transmit the signals to  subscribers  within the
cell. Point-to-point relays, which are installed with the transmitter,  are used
to transmit signals to remote cells.  Because of the high frequency used by LMDS
and the  resulting  attenuation  of the  signal,  transmission  of the signal is
generally by line of sight. Where topographical  conditions,  such as mountains,
tall  buildings  and heavy  foliage,  result in areas where the original  signal
cannot readily be received,  a repeater is used to capture and  re-transmit  the
signal to the shadowed area.  Signals can be "repeated" in this fashion  several
times without any noticeable loss of signal quality.

A small, narrow beam antenna is used by subscribers to receive signals,  and the
Company's system utilizes a square,  flat-panel antenna which is approximately 7
inches square for this purpose.  As a result of the high  frequencies  involved,
this small antenna has the same gain as much larger  antennas  typically used to
receive broadcast television signals.

The Company's  transmitters  can transmit a wide variety of signals,  including,
video, voice and data,  without the need for significant  modification and it is
possible  to send  different  signals  for  different  services  from  the  same
transmitter.  In  addition,  the system can be readily  configured  to  transmit
either digital or analog signals, or a combination of the two.

Advantages of LMDS Service

The Company believes that LMDS service has several  significant  advantages over
other  existing  transmission  techniques.  The Company  believes  that the most
important  advantages are the broad  bandwidth made available for LMDS services,
and the lack of  restrictions  on the services that licensees will be allowed to
offer.

Under the FCC's current  proposal,  1,300 MHz of bandwidth  will be available to
LMDS  licensees in each BTA.  Currently,  transmission  of an analog  television
signal requires approximately 20 MHz per channel. Accordingly,  approximately 50
channels  could be  transmitted  simultaneously  under a Block A  License.  With
digital  transmission  of  television  signals  and using  existing  compression
technologies,  over 200 channels  could be  transmitted  simultaneously  under a
Block A License.  Similarly,  a typical telephone call requires approximately 30
KHz of  bandwidth.  Under a Block A License,  an LMDS service  could handle over
33,000  simultaneous  phone   conversations.   If  certain  currently  available
compression  techniques  were  used,  that  number  could be  increased  to over
150,000.

<PAGE>

The Company  believes that LMDS  operators  could also offer  wireless  Internet
access to subscribers.  For example,  with a Block B License, LMDS operators may
provide  one-way  Internet  service  equivalent in speed to current ISDN service
(approximately  128 KB) to over  1,200  simultaneous  users.  CVNY has  recently
commenced  providing  fast Internet  access (500 KB) to subscribers in New York,
and the Company  expects that other LMDS operators  will offer similar  Internet
access services in the future. The Company currently manufactures equipment used
for the provision of this Internet access service.

Unlike other  spectrum  grants,  the LMDS service  authorized  by the FCC is not
limited to a  specific  use.  Instead,  the FCC will  allow the  marketplace  to
determine  the most valuable use of the spectrum.  As a result,  LMDS  providers
will be able to use their  licenses  to provide a wide  variety  of one-way  and
two-way services,  such as video  programming,  telephony or data  transmission,
either  exclusively,  or as a package of related services.  The Company believes
that this broad  service  authorization  will enhance the value of LMDS licenses
and will increase the potential uses of the spectrum grant.

The Company  believes  that LMDS will offer  certain  advantages  over  existing
transmission techniques. Those advantages include the following:

Low Cost  Infrastructure.  The Company  believes  that LMDS systems  offer a low
cost,  high quality and dependable  broad band  alternative  to both  franchised
cable systems and satellite systems,  such as Direct Broadcast Satellite ("DBS")
and fiber optic systems.  The Company  believes that LMDS providers will be able
to offer  substantially  the same  services at  significantly  lower prices than
franchised  cable systems  because LMDS providers will not require the extensive
networks of cables and amplifiers or the constant  maintenance,  repair and cost
of upgrading system  architecture  inherent in such systems.  DBS systems have a
lower cost per  household  passed  than will LMDS  systems,  but  involve  other
expenses  associated with high-power direct broadcast  satellites.  In addition,
subscribers  are required to pay monthly  charges  comparable to cable rates. By
comparison,  subscribers to CVNY's video  transmission  service  currently pay a
one-time  installation  fee of  approximately  $50 and monthly  charges that are
lower than competing cable rates.

Higher Quality Picture.  The Company's LMDS transmitter is capable of delivering
a generally  superior  picture  quality as  compared  to the  quality  generally
characteristic   of  franchised   cable  or  current   Multichannel   Multipoint
Distribution Service ("MMDS") systems. In a franchised cable system, each time a
television  signal passes  through an amplifier,  some measure of noise is added
which results in a "grainier"  picture.  As a result,  franchised  cable picture
quality generally  degrades  significantly  depending on the distance the signal
travels from the head-end to the subscriber. Current MMDS systems lack the FM or
digital video  fidelity  associated  with the  Company's  system and the Company
believes  that  these  systems  are  also   generally   subject  to  perceptible
interference.  The Company's LMDS transmitter, by contrast, has been designed to
deliver a video picture without perceptible  interference under most conditions,
although  the signals  can be subject to  temporary  degradation  as a result of
atmospheric conditions, such as rain fade.

Dependability.  As compared to franchised  cable systems,  the Company  believes
that LMDS systems  provide a highly reliable signal because there are no cables,
amplifiers or processing and filtering  equipment  between the transmitter which
serves the subscriber  and the  subscriber's  household to potentially  break or
malfunction. Failure of any one of these components in the chain may "black-out"
large  portions of a franchised  cable system,  and diagnosis and repair efforts
involve a network  consisting  of hundreds  of miles of cable and related  relay
equipment,  in  contrast  to the  subscriber/cell  alignment  which the  Company
believes will be used by LMDS providers.  In addition, the Company believes that
many LMDS providers will use fully redundant transmitter installations,  such as
those currently employed by CVNY.

Compact Antenna.  Unlike currently available MMDS systems, which require rooftop
mounted antennas of varying sizes up to three feet in diameter,  or DBS systems,
which  require an outdoor  dish aimed  directly at a stationary  satellite,  the
antennas  used with the Company's  system,  in many cases,  permit  reception of
signals when mounted inside the  subscriber's  window,  eliminating the need for
outdoor  installations.  The wireless nature of LMDS  transmissions  allow these
antennas,  in many cases,  to be used for delivery of LMDS services to apartment
buildings and office towers in urban areas without extensive in-building wiring.
This wiring is necessary not only in the case of franchised cable, but also with
wireless  technologies such as MMDS,  Satellite Master Antenna ("SMATV") service
and DBS, whose signals require a direct  line-of-sight to the transmitter,  and,
consequently, in densely populated urban environments, generally require rooftop
antenna installation in apartment or office buildings and internal wiring of the
building  to deliver  service to  subscribers.  However,  an LMDS  signal can be
received in the same manner as MMDS and SMATV  signals and then  transmitted  to
subscribers  within an apartment  building or office building or other structure
through in-building cable.

Localized Programming and Advertising Options. Because of the cellular nature of
LMDS services, the Company believes that channel offerings can be localized on a
cell-by-cell basis, permitting, for example, channels targeted to demographic or
linguistic groups in particular  neighborhoods,  as well as micro-marketing.  In
comparison,  cable operators  generally offer uniform  programming  throughout a
geographic  service  area,  and DBS  systems  offer  the same  programming  on a
nationwide  basis and, to date,  do not offer any local  programming.  

<PAGE>

Accurate, High-Speed Data Transmission. The Company's transmission equipment has
high signal-to-noise  ratios and broad band width, enabling it to transmit large
volumes of data at least as  accurately  under normal  operating  conditions  as
fiber optic systems. This capability should make LMDS services particularly well
suited for high-speed, broad band data transmission, including Internet access.

Mitigation of the Multipath  Phenomenon.  Multipath is a phenomenon in broadcast
transmission  which results in the reception of multiple signals at the receiver
(literally  on  multiple  transmission  paths)  which can  severely  degrade the
picture  and audio  quality  or cause  undesirable  levels of errors in  digital
systems.  Multipath  can  be a  severe  drawback  in  systems  such  as  VHF/UHF
television  and currently  available  MMDS systems,  which use AM modulation and
relatively  broad beam width  receive  antennas.  The  Company's  system,  which
employs FM or digital  modulation and narrow beam receive  antennas,  can reject
multipath  degradation  of the signal.  Because of this  advantage,  the Company
believes that its transmitters will be relatively  immune to picture  "ghosting"
and other degradations that result from multipath.

Large Spectrum Grant and Efficient  Spectrum Usage. As described above, the LMDS
licenses currently  contemplated by the FCC will encompass  approximately  1,300
MHz of spectrum,  all or a significant portion of which can be re-used from cell
to cell.  This large  spectrum  grant may result in  advantages  over  competing
technologies,  such as MMDS systems, which typically have access to a maximum of
200 MHz of fragmented  spectrum and use frequencies  only once in a metropolitan
area.  In other  countries,  an even  broader  spectrum may be reserved for LMDS
services.  For instance, in Canada, 3 GHz of bandwidth has been allocated to the
provision  of  LMDS  services  (which  the  Canadian   government   calls  Local
Multi-point Communications Service, or "LMCS").

Sales and Marketing

The Company  sells its TWTAs and other  high-power  amplifiers  through a direct
sales  organization from its facilities in New York and New Jersey. In addition,
the Company utilizes a network of independent sales  representatives  located in
the U.S., Europe and the Far East. Sales prospects generally are targeted by the
Company or its  independent  sales  representatives,  although  the Company also
responds to requests for proposals. Substantially all of the Company's specialty
systems are sold  through  competitive  bidding  after  receipt of a request for
proposal.

Due to cash constraints caused by the Company's history of operating losses, the
Company has been unable to pay  amounts due to its  representatives  on a timely
basis. As a result, certain  representatives have terminated their relationships
with the Company or have  reduced the level of their  support for the  Company's
products,  which, in certain cases, has resulted in lost business opportunities.
There can be no assurance that future disruptions in the Company's relationships
with its  independent  representatives  will  not  occur,  or as to the  effects
thereof.

To date, the Company has not actively  marketed its LMDS equipment.  Pursuant to
an agreement with CT&T, mmTech is permitted to sell certain of its products only
to CT&T,  licensees of CT&T's  technology  and third  parties  approved by CT&T.
Under that  agreement,  mmTech pays to CT&T a royalty equal to 2.5% of the gross
sales from such  products.  See "Patents,  Trademarks and  Proprietary  Rights."
Under current  arrangements  between CT&T and its licensees,  such as CVNY, CT&T
receives orders for  transmitters  and other equipment from its licensees and in
turn places orders with the Company and other suppliers for such equipment. CT&T
has  publicly  disclosed  that it intends to alter its method of doing  business
with its  licensees to address  certain  potential  conflict of interest  issues
raised by its current procurement  policies. As a result, the Company expects in
the future sales of transmitters  and other LMDS equipment will be made directly
to such end users, although there can be no assurance this will be the case.

Upon request,  the Company provides  training at a customer's  location to teach
operators how to use its equipment.  The Company  generally  provides a one-year
parts and labor  warranty on its  equipment,  although  the  Company  provides a
two-year warranty at an additional cost to CT&T and its licensees, and from time
to time, the Company has provided extended warranties to other customers. During
the fiscal  year ended June 30,  1997,  the  Company  incurred  warranty  repair
expenses of approximately $200,000.  During the fiscal year ended June 30, 1997,
CT&T  and  its  licensees  accounted  for  approximately  54% of  the  Company's
consolidated  revenues. The Company anticipates that CT&T and its licensees will
account for a  substantial  percentage of the  Company's  consolidated  revenues
during fiscal 1998.

Backlog

The  Company  measures  its  backlog as orders for which  contracts  or purchase
orders  have  been  signed,  but that  have not yet been  shipped  and for which
revenues have not yet been recognized.  The Company includes in its backlog only
those customer orders that are scheduled for delivery within the next 18 months.
The Company  typically  ships its  products  within six months of  receiving  an
order.  At June 30, 1997,  the Company had a $7.1 million  backlog of orders for
its equipment,  approximately  $6.0 million of which related to the LMDS market.
Substantially  all of the  Company's  backlog at June 30, 1997 is expected to be
shipped  during the current  fiscal year.  Any failure by the Company to meet an
agreed-upon  schedule could lead to the  cancellation of the related order.  All
orders are 

<PAGE>

subject to cancellation or delay by the customer and, accordingly,  there can be
no assurance that such backlog will eventually result in revenues.

Manufacturing and Assembly
     The  Company   manufactures   and  assembles  TWTAs  and  other  high-power
amplifiers at its facility in Bohemia, New York, and LMDS transmitting equipment
and related  components  at its facility in Eatontown,  New Jersey.  The Company
assembles its products from components  supplied to it by various  suppliers and
parts manufactured internally. Once the products are assembled, they are "burned
in" and tested to assure their proper functioning.  After successful  completion
of this procedure, the products are shipped to customers.

Although many of the basic  components used in the Company's  products,  such as
chipboards,  resistors,  capacitors  and other similar  components,  are readily
available  from a number  of  sources,  the  Company  typically  purchases  such
components  from  single   suppliers  to  take  advantage  of  available  volume
discounts.  However,  to assure an adequate  supply of traveling  wave tubes,  a
critical  component  in  many  of  the  Company's  products,   the  Company  has
established  multiple  supply  sources.  A  limited  number  of  components  and
sub-assemblies  are  manufactured  for the  Company  pursuant  to the  Company's
proprietary specifications,  but the Company does not believe it is dependent on
any single  source for these  items.  The  Company  does not have any  long-term
supply arrangements.

Due to cash constraints caused by the Company's history of operating losses, the
Company has been unable to pay amounts due to its  suppliers on a timely  basis.
As a result,  certain  suppliers have terminated  their  relationships  with the
Company  or have  refused  to  extend  trade  credit to the  Company,  which has
resulted  in supply  disruptions  from time to time  that  have  materially  and
adversely affected its business. There can be no assurance that the Company will
not experience future supply disruptions, or as to the effects thereof.

Competition

In the markets for TWTAs and other high-power  amplifiers,  the Company competes
with  other  entities,  including  Communications  and Power  Industries,  Inc.,
Amplifier  Research  Corp.  and  Xicom  Technology,   a  number  of  which  have
significantly greater financial, marketing and other resources than the Company.
In the emerging  LMDS market,  the Company  expects  that its  competitors  will
include Wytech, PCS Wireless,  Inc. and certain major  communications  equipment
manufacturers, a number of which have significantly greater financial, marketing
and other  resources  than the  Company.  The Company  believes  that  principal
competitive  factors in its respective markets include  performance  capability,
reliability, size, weight and price. Until recently, the Company has not engaged
in  significant  product  development  activities  in its  high-power  amplifier
business. Accordingly, the Company has not kept pace with its competitors in the
markets  for TWTAs and other  high-power  amplifiers  in  reducing  the size and
weight  of its  products.  As a  result,  the  Company  may be at a  competitive
disadvantage in the markets for those products. See "Product Development." There
can be no assurance that the Company will be able to compete  successfully  with
its competitors or be able to compete with new market entrants or in new markets
that may develop.

Government Regulation

The  Company's   business  is  not  subject  to  significant  direct  government
regulation. However, the Company believes that demand for its LMDS products will
be significantly  affected by government  regulation  because  customers for its
LMDS products will be required to obtain licenses from the FCC and  governmental
agencies in other countries in order to provide LMDS services.  A description of
the FCC's authorization of LMDS service is provided below.

The FCC has set aside a total of 1,300 MHz of spectrum  for LMDS  service in the
United  States and certain of its  territories:  850 MHz in the  27.5-28.35  GHz
band, 150 MHz in the 29.1-29.25 GHz band, and 300 MHz in the 31.0-31.3 MHz band.
The  LMDS  spectrum  will  be  licensed  regionally  on the  basis  of 493  BTAs
throughout the United  States.  Two licenses with ten-year terms will be awarded
in each BTA: one 1,150 MHz "Block A" license, and one 150 MHz "Block B" license.
The  Block A  license  will  consist  of 1,000  MHz  located  in the 28 GHz band
(27.5-28.35 GHz and 29.1-29.25 GHz) and 150 MHz of spectrum in the middle of the
300 MHz of spectrum in the 31 GHz band (31.075-31.225  GHz). The Block B license
will consist of the two 75 MHz segments located at each end of the 300 MHz block
(31.0-31.75 GHz and 31.225-31.3 GHz).

The FCC has placed few  restrictions  on the use of the  spectrum  allocated  to
LMDS. Significantly,  LMDS licensees will have substantial discretion to develop
services in response to market demand.  Potential uses of LMDS spectrum  include
video  broadcasting,   local  telephony,  Internet  access,  and  point-to-point
communications.  LMDS  licensees  can  choose to  provide  services  on a common
carrier basis, a non-common carrier basis, or a combination of the two.

LMDS  licensees  will receive  exclusive  licenses  and will be  protected  from
interference  in most of the  1,300  MHz of  spectrum  allocated  for LMDS  use.
However,  LMDS  operations  in the  150  MHz  of the  Block  A  spectrum  in the
29.1-29.25 GHz band will be on a co-primary basis with Mobile Satellite  Service
("MSS")  operations  and will be restricted to  hub-to-subscriber  transmissions
because of FCC concerns about potential  interference to MSS feeder links. Block
B LMDS licensees will also be 

<PAGE>

co-primary with incumbent licensees in their band and will be required to afford
interference  protection to those licensees.  However,  the incumbent operations
protected in the Block B 150 MHz licenses are limited in scope: protection is to
be afforded only to (i) 19 state and local  government  agency  licensees in six
states whose operations are confined to localized  vehicular traffic  management
and control  services  and (ii) eight  private  business  licensees  who use the
spectrum solely for internal business purposes.

The LMDS licenses will be awarded by the FCC through an auction process which is
scheduled  to commence  on  February  18,  1998.  However,  the auction has been
delayed in the past and future delays are possible. Block A and Block B licenses
will be auctioned  separately  for each of the 493 BTAs in the United States and
certain of its territories.  However,  due to CVNY's  incumbency in the New York
PMSA,  the Block A license for the New York City BTA will  consist of only those
portions of the BTA not covered by CVNY's license. There will be no restrictions
on the number of licenses an entity may acquire. Parties can acquire the Block A
and Block B licenses in a BTA  through the auction and combine the two  licenses
to create a 1.3 GHz LMDS system.

In order to encourage  competition in the video and telephony  markets,  the FCC
determined  in its Second Report and Order in its LMDS  proceeding  (the "Second
Report and  Order") to limit the right of local  telephone  companies  (known as
"local exchange  carriers" or "LECs") and cable  television  companies (known as
"multiple  system  operators"  or "MSOs") to acquire  Block A licenses  in their
respective service regions.  Under rules adopted in the Second Report and Order,
LECs and MSOs will be ineligible to acquire a 20% or greater ownership  interest
in a Block A license  in their  service  region  for the three  years  following
completion  of the  auction.  LECs  and  MSOs are  considered  "in-region"  in a
particular BTA if 10% of the BTA's  population is within the authorized  service
area of the LEC or MSO. There is no restriction on LECs or MSOs acquiring  Block
B licenses within their respective  service areas or Block A licenses outside of
their respective service areas.

The eligibility  restrictions on LECs and MSOs with respect to in-region Block A
licenses  may be  extended  beyond  the  initial  three-year  period  if the FCC
determines that incumbent LECs and/or MSOs continue to have  substantial  market
power.  Conversely,  the FCC can waive the  restriction on a case-by-case  basis
during the initial  three-year period if a LEC or MSO makes a showing to the FCC
that its particular  market is  sufficiently  competitive  and that it no longer
possesses  substantial  market power. As described below,  certain LECs and MSOs
sought FCC  reconsideration of the eligibility  restrictions,  and other parties
challenged those restrictions in court appeals of the relevant FCC decisions.

The Second  Report and Order  adopted a number of service  and  technical  rules
governing operations by LMDS licensees.  In particular,  the FCC will allow LMDS
licensees up to ten years to provide  "substantial  service" to their respective
service  areas.  While it declined to define  "substantial  service" in the LMDS
context on a generic  basis,  the FCC did offer  examples of service  that would
qualify as  "substantial."  For an LMDS  licensee  offering  video  distribution
services,  a demonstration  of coverage of 20% of the population of its licensed
service area at the 10-year mark would  constitute  substantial  service.  For a
licensee offering  point-to-point  services,  the construction of four links per
million  people  in  its  service  area  would  be  sufficient.  In  making  its
determination as to whether a licensee is providing  "substantial"  service, the
FCC said that it may  consider  such  factors as (i)  whether  the  licensee  is
offering a specialized or  technologically  sophisticated  service that does not
require a high level of coverage to be of benefit to customers, and (ii) whether
the licensee's  operations  serve niche markets or focus on serving  populations
outside of areas served by other licensees.

Because of the FCC's liberal  service  requirements,  the Company cannot predict
when bidders  receiving LMDS licenses in the auction will purchase the equipment
necessary to provide LMDS services.  However,  the Company believes that many of
such LMDS  licensees may delay  purchases of equipment for a significant  period
following  the  auction.  Accordingly,  the  Company  does not  expect  that the
completion of the auction will have a material impact on the Company's  business
in the short-term.

The FCC will allow  licensees to  disaggregate  and  partition  their  licenses.
Disaggregation  refers  to  the  assignment  of  a  portion  of  the  licensee's
authorized spectrum to another entity;  partitioning refers to the assignment of
a portion of the  licensee's  geographic  service  area to another  entity.  The
Company  believes  that  disaggregation  and  partitioning   opportunities  will
encourage the deployment of LMDS  services,  although no assurances can be given
in that  regard.  The FCC has asked for public  comment on specific  procedural,
administrative,  and  operational  rules to implement  LMDS  disaggregation  and
partitioning. However, as of February 6, 1998, the FCC had not issued any final
rules in that regard.

Various parties sought reconsideration and judicial review of certain aspects of
the FCC's  Second  Report and Order and other  decisions  concerning  LMDS.  The
issues  raised  include  (i) LEC and MSO  eligibility;  (ii) the  allocation  of
spectrum  in the 31 GHz band to LMDS and the  reinstatement  of  numerous 31 GHz
applications   that  were  previously   dismissed  by  the  FCC;  (iii)  further
reconsideration  of the FCC's denial of 971 waiver  applications to provide LMDS
service  filed in the wake of the FCC's  1991  grant of the  waiver  application
filed by CVNY's  predecessor-in-interest  to  authorize  the  provision  of LMDS
service in New York City; (iv)  clarifications  of various technical and service
rules;  and (v) the level of bidding  credits for qualifying  entities and other
auction  rules.  On February 3, 1998,  the FCC adopted an order  addressing  the
petitions  for  reconsideration.  While the order  itself was not released as of
February 6, 1998,  the FCC issued a News Release  announcing the adoption of the
order,  which  stated  that  the  order  "generally   affirmed"  the  challenged
provisions  of the FCC's LMDS rules.  According to the News  Release,  the order
"generally denied" the petitions filed by various LECs and MSOs seeking a change
in the LMDS  eligibility  rules.  The order also generally  upheld (i) the FCC's
plan for allocation of LMDS spectrum;  (ii) the FCC's liberal LMDS  construction
requirements; and (iii) the denial of the 971 waiver applications.

On  February 6, 1998,  the United  States  Court of Appeals for the  District of
Columbia Circuit released a decision denying various petitioners'  challenges to
(i) the  eligibility  restrictions  on LECs and MSOs; and (ii) the denial of the
971 waiver applications.

No  assurance   can  be  given   regarding   the  effect  of  either  the  FCC's
reconsideration  order  or the  Court's  decision  on the  marketplace  for LMDS
services as the FCC order is subject to court appeal and the Court's decision is
subject to further review by the Court or by the United States Supreme Court.


<PAGE>

A  number  of  countries,  such  as  Canada,  the  Republic  of  Korea  and  the
Philippines,  have  authorized  the  provision  of  LMDS  services  or  services
substantially  similar  thereto.  The Company  expects that other countries will
only  authorize the  provision of LMDS  services  pursuant to licensing or other
permitting processes.

Under the FCC's rules,  the Company is required to obtain  certification  of its
LMDS  equipment  to the extent  that the  equipment  is capable of  emitting  RF
energy. The certification  process is designed to insure that there is no excess
RF radiation or other effects which could be  inconsistent  with other FCC rules
or the public interest.  The Company has obtained such  certification for all of
the equipment that it currently intends to market to LMDS licensees.

If and when the Company  develops  new  equipment or  encounters  changes to the
FCC's rules, shifts in market demand, or technological developments, the Company
may have to develop new equipment which would require FCC  certification.  While
such  certification  can be  routinely  granted  by the FCC in due  course,  any
inability of the Company to obtain such certification, or any delay in marketing
its equipment due to the delays occasioned by the certification  process,  could
have a material adverse effect on the Company's business.

Product Development

The Company  incurred  $647,919  and  $628,967,  respectively,  in research  and
development  expenses for the fiscal years ended June 30, 1997 and 1996, amounts
related to the  development  of new products and  enhancement  of the  Company's
existing  products.  Until recently,  the Company has not engaged in significant
product   development   activities  in  its   high-power   amplifier   business.
Accordingly,  the Company has not kept pace with its  competitors in the markets
for TWTA's and other  high-power  amplifiers  in reducing the size and weight of
its  products.  As a result,  the  Company  may  currently  be at a  competitive
disadvantage in the markets for those products.

The Company is currently  developing a new power supply system for its TWTAs and
other  high-power  amplifiers.  If development of the new power supply system is
successfully  completed,  the  Company  believes  that it will be able to reduce
substantially the size and weight of its TWTAs and other high-power  amplifiers.
There can be no  assurance  that the  Company  will  successfully  complete  the
development  of the new power supply  system,  or as to the timing  thereof.  In
addition,  there can be no  assurance  that any products  incorporating  the new
power supply system would, if successfully developed,  achieve market acceptance
or a significant level of sales.

Patents, Trademarks and Proprietary Rights

The  Company  does not own any  patents or  trademarks  relating to its TWTAs or
other  high-power  amplifiers.  The  basic  technology  used in the  design  and
manufacture of those products is not proprietary to the Company and is available
in the public  domain,  however the Company  believes  that the  know-how it has
developed  with respect to such  products is  proprietary  and cannot be readily
duplicated by its competitors.

In  connection  with its  development  of LMDS  technology,  CT&T has obtained a
patent in the United  States  (the "LMDS  Patent")  which  purports to cover the
system architecture and transmission methods for LMDS service. In addition, CT&T
has filed  applications  in a number of foreign  countries  for the  issuance of
foreign patents substantially similar to the LMDS Patent.

The design and  development of the initial LMDS  transmitter  sold by mmTech was
undertaken  pursuant  to an  agreement  with CT&T.  Under that  agreement,  CT&T
retained ownership of all intellectual  property created during such development
phase,  including the design of the  transmitters  sold to CT&T pursuant to that
agreement.  Pursuant to the terms of that  agreement,  mmTech has agreed to sell
transmitters  utilizing  such  intellectual  property or  otherwise  intended to
implement or imitate the CT&T  transmission  system only to CT&T,  its licensees
and third parties approved by CT&T.  mmTech is required to pay CT&T a royalty of
2.5% of its gross sales from the sale of such transmitters.  mmTech is currently
seeking to amend the terms of the  agreement,  which has no fixed term, to allow
mmTech to sell transmitters to purchasers without  restriction.  However,  there
can be no  assurance  that CT&T will agree to amend the  agreement  or as to the
terms of any such amendment.

The LMDS Patent,  its foreign  counterparts and any other patents issued to CT&T
covering  the LMDS  market may have the  effect of  significantly  limiting  the
markets for the Company's  LMDS  equipment to those entities which have obtained
appropriate licenses from CT&T. In addition, if CT&T does not agree to amend the
terms of the agreement  described above, mmTech may not sell transmitters of the
type  developed  pursuant to the CT&T agreement to entities that do not obtain a
license from CT&T without  CT&T's  consent,  even if such entities could provide
LMDS service without  violating the LMDS 

<PAGE>

Patent or other intellectual  property rights of CT&T. There can be no assurance
that  potential  customers  of the Company  will  choose to obtain the  required
licenses from CT&T or that  licenses will be available  from CT&T on terms which
are acceptable to potential customers.

Employees

As of June 30, 1997, the Company had 62 full-time and 4 part-time employees,  of
whom 46 were engaged in  manufacturing,  6 were  engaged in product  development
activities  and 14 were  engaged in sales,  service and general  administration.
None of the  Company=s  employees  is  represented  by a union,  and the Company
considers its relationships with its employees to be satisfactory.

Item 2.  Description of Property

The Company does not own any real property and currently conducts its operations
at the following leased premises:

<TABLE>
<CAPTION>

                                            Approximate
                                               Square    Annual      Lease
Location          Description of Facility      Footage   Lease Cost  Expiration

<C>                                          <C>       <C>          <C>
50 Orville Drive  Corporate headquarters,      14,000    $130,000     7/31/04
Bohemia, New York manufacturing and assembly,
11716             sales and customer support

20 Meridian Way   Manufacturing and assembly,  11,500    $ 95,000     3/31/00
Eatontown,        customer support, adminis-
New Jersey 07724  tration, research and
                  development

</TABLE>

The Company believes that its existing facilities will be sufficient to meet the
Company=s needs for the foreseeable future.

Item 3.  Legal Proceedings

The Company is not a party to any material legal proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders

At the  Company's  Annual  Meeting  of  Stockholders,  held  May 27,  1997,  the
Company's stockholders:  (i) elected five directors; (ii) approved a proposal to
amend the Company's  Certificate  of  Incorporation  to increase the  authorized
shares of common  stock,  par value $.01 per share (the  "Common  Stock"),  from
35,000,000 to 100,000,000;  (iii) approved the adoption of the LogiMetrics, Inc.
1997 Stock Compensation  Program (the "Stock  Compensation  Program");  and (iv)
ratified the  appointment of Deloitte & Touche LLP as the Company's  independent
auditors.  The votes cast by the  stockholders  on each matter  presented at the
meeting were as follows:

<TABLE>

         Election of Directors:
<CAPTION>

Nominee                       For            Against      Abstain          Broker Non-Votes

<S>                        <C>               <C>           <C>              <C>
Charles S. Brand           20,122,519            0              0               0
                           ----------       ----------     ----------       --------
Frank A. Brand             20,122,519            0              0              0
                           ----------       ----------     ----------       --------
Jean-Francois Carreras     20,122,519            0              0              0
                           ----------       ----------     ----------       --------
Alfred Mendelsohn          20,122,519            0              0              0
                           ----------       ----------     ----------       --------
Norman M. Phipps           20,122,519            0              0              0
                           ----------       ----------     ----------       --------

</TABLE>

<TABLE>
<CAPTION>

         Increase in Authorized Common Stock:

<S>                                <C>               <C>          <C>    <C>    
                                       For           Against   Abstain   Broker Non-Votes
                                    20,122,519          0         0              0
                                                     -------    ------   ----------------

         Adoption of Stock Compensation Program:

                                       For            Against  Abstain   Broker Non-Votes
                                    20,122,519           0        0              0
                                                      -------  -------   ----------------
         Appointment of Deloitte & Touche LLP:

                                       For            Against  Abstain   Broker Non-Votes
                                    20,071,119         51,400      0             0
                                                      -------  -------   ---------------- 
</TABLE>


<PAGE>


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

(a)      Market Information:

The  Common  Stock is traded in the  over-the-counter  market  under the  symbol
ALGMTA.@  There  is no  established  trading  market  for  any of the  Company's
outstanding warrants. The following table sets forth, for the periods indicated,
the high and low bid  quotations  for the Common  Stock as  reported  on the OTC
Bulletin Board.  Such quotations  reflect  inter-dealer  prices,  without retail
mark-up,  mark-down or  commissions  and may not  necessarily  represent  actual
transactions.

For the Quarter Ended                               High              Low

Fiscal 1996
         September 30, 1995                           *                 *
         December 31, 1995                            *                 *
         March 31, 1996                               *                 *
         June 30, 1996                              $2.375           $ .875

Fiscal 1997
         September 30, 1996                         $1.250           $ .5000
         December 31, 1996                           1.250             .3750
         March 31, 1997                               .625             .4375
         June 30, 1997                                .875             .4375

*     Not reported

(b)      Holders:

On December  12,  1997,  there were  approximately  400 holders of record of the
Common Stock.

(c)      Dividends:

The Company has never declared or paid cash  dividends on its Common Stock.  The
Board of Directors  currently  intends to retain future  earnings to support its
business and does not anticipate  paying  dividends in the  foreseeable  future.
Payment of future  dividends,  if any, will be at the discretion of the Board of
Directors  after taking into account  various  factors,  including the Company=s
financial condition,  results of operations,  current and anticipated cash needs
and  plans  for  expansion.  Substantially  all  of the  Company=s  indebtedness
prevents the payment of dividends by the Company.

Item 6. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Results of Operations

Overview

On April 25, 1997, a wholly owned  subsidiary of the Company merged into mmTech,
in a  transaction  accounted  for as a pooling of  interests.  Accordingly,  the
consolidated  financial statements have been restated to include the accounts of
mmTech for all periods presented.

Fiscal Year Ended June 30, 1997 Compared to Fiscal Year Ended June 30, 1996

Net Revenues. For the fiscal year ended June 30, 1997, net revenues increased by
$2.5 million,  or 28.1%,  to $11.4 million from $8.9 million for the fiscal year
ended June 30, 1996,  primarily due to increased sales of equipment for the LMDS
market.  Net revenues from the sale of TWTAs and other high-power  amplifiers in
the Company's  traditional  markets were approximately the same as for the prior
year.

Gross Profit. For the fiscal year ended June 30, 1997, gross profit increased by
$3.8 million to $2.8  million  from a negative  $1.0 million for the fiscal year
ended June 30, 1996. As a percentage of net revenues,  gross profit increased to
24.7% for the 1997 fiscal year from a negative  10.7% for the 1996 fiscal  year.
The  improvement  in gross profit was  attributable  to increased  sales of LMDS
equipment,  which  typically  have  higher  margins  than  the  Company's  other
products.  In  addition,  gross  profit for the 1996 fiscal  year was  adversely
affected as a result of a $1.4 million charge relating to the revaluation of the
Company's inventories.

Selling,  General and  Administrative.  For the fiscal year ended June 30, 1997,
selling,  general and administrative expenses increased by $309,000, or 9.6%, to
$3.5 million  from $3.2  million for the fiscal year ended June 30,  1996.  As a
percentage  of  net  revenues,  selling,  general  and  administrative  expenses
decreased  to 30.9% in the 1997 fiscal year from 36.2% in the 1996 fiscal  year.
Selling,  general and  administrative  expenses  increased as a result of higher
commission 

<PAGE>

expenses  resulting from increased  sales, as well as higher  professional  fees
related to the mmTech merger and business  development  efforts. The decrease in
selling, general and administrative expenses as a percentage of net revenues was
primarily  attributable  to the spreading of expenses over a higher revenue base
and actions taken by management to conserve cash and  rationalize  the Company's
operations.

Research and Development.  For the fiscal year ended June 30, 1997, research and
development expense increased by $19,000, or 3.0%, to $648,000 from $629,000 for
the fiscal year ended June 30, 1996.  Research and development  expenses for the
fiscal year ended June 30, 1997 related to both new product  development as well
as enhancements of the Company's existing LMDS product line.

Interest  Expense.  For the fiscal year ended June 30,  1997,  interest  expense
increased by $308,000,  or 67.6%,  to $764,000 from $456,000 for the fiscal year
ended  June 30,  1996.  Interest  expense  increased  primarily  as a result  of
increased  borrowings  used to finance the Company's  working  capital needs, as
well as an increase in the average rate of interest  resulting  from the failure
of the  Company to comply  with  certain  registration  covenants  contained  in
certain of the Company's debt instruments.

Income Taxes.  In the fiscal year ended June 30, 1997, the Company had an income
tax expense of  $380,000,  compared to an income tax benefit of $299,000 for the
fiscal year ended June 30, 1996. The Company and mmTech  currently file separate
federal  and state tax  returns.  The tax expense  recorded  in 1997  relates to
pre-tax income generated by mmTech.

Financial Condition, Liquidity and Capital Resources

As of June 30, 1997, the Company had cash and cash  equivalents of $368,000.  As
of such date,  the Company had total  current  assets of $6.7  million and total
current liabilities of $9.7 million.

Net cash provided by operating activities was $212,000 for the 1997 fiscal year,
compared to cash used for  operating  activities of $2.1 million in fiscal 1996.
Net cash provided by operating  activities during fiscal 1997 resulted primarily
from a  significant  increase  in accounts  payable and accrued  expenses as the
Company sought to defer  payments to suppliers to conserve cash,  offset in part
by a higher level of inventory,  and the Company's net loss of $2.5 million. Net
cash used in operating activities during fiscal 1996 resulted primarily from the
Company's  net  loss of $4.9  million,  offset  in part by an  increase  in cash
resulting from payments received under certain long-term contracts,  an increase
in accounts payable and accrued  expenses and a decrease in accounts  receivable
as the Company continued its efforts to conserve cash.

Net cash used for  investing  activities  was $159,000 for the 1997 fiscal year,
and $139,000 for the 1996 fiscal year. Net cash used for investing activities in
each  fiscal  year  resulted  from the  purchase  of  equipment  to support  the
Company's operations.

Net cash provided by financing  activities  was $46,000 for the 1997 fiscal year
and $2.2  million  for the 1996 fiscal  year.  Net cash  provided  by  financing
activities  during fiscal 1997 resulted  primarily  from the proceeds of certain
debt and warrant  issuances by the Company,  offset in part by the  repayment of
certain  outstanding  indebtedness.  Net cash  provided by financing  activities
during fiscal 1996 resulted primarily from increased borrowings,  offset in part
by the repayment of certain outstanding indebtedness.

The Company's capital expenditures during fiscal 1997 aggregated $159,000.  Such
expenditures  consisted  primarily of the  acquisition  of  equipment  needed to
support  the  Company's   operations.   The  Company  anticipates  that  capital
expenditures  during  fiscal  1998  will  increase,  in part as a result  of the
Company's intent to modernize its management information systems.

During the fiscal  years  ended June 30,  1997 and June 30,  1996,  the  Company
raised  approximately  $3.0  million  from  the  private  sales  of  convertible
debentures,  convertible  preferred  stock and warrants to fund a portion of its
cash flow  needs.  To the extent  that the Company is unable to meet its working
capital  requirements  by  generating  positive cash flow from  operations,  the
Company   intends  to  continue  to  fund  a  portion  of  its  working  capital
requirements  through  the  sale of its  securities.  See  "Right  to  Designate
Directors;  Changes in Control."  There can be no assurance that the Company can
continue to finance its  operations  through the sale of securities or as to the
terms of any such sales that may occur in the  future.  If the Company is unable
to generate sufficient cash flows from operations or other sources,  the Company
may not be able to achieve its growth  objectives,  may have to curtail  further
its marketing,  development  or  operations,  and may be unable to continue as a
going concern.

The  Company is a party to a Restated  and Amended  Term Loan Note,  dated as of
April 25, 1997, and a Sixth Restated and Amended Revolving Credit Note, dated as
of April 25,  1997,  pursuant to which North Fork Bank (the "Bank") has provided
the Company with a $640,000 term loan (the "Term Loan") which  matures  December
31, 1998 and a revolving  credit facility (the  "Revolver")  which matures April
30,  1998,  pursuant to which the  Company is entitled to draw up to  $2,200,000
assuming  sufficient  eligible inventory and accounts  receivable (the Term Loan
and the Revolver are referred to herein  collectively  as the  "Facility").  The
Term Loan and the Revolver  bear  interest at the rate of 2% per 

<PAGE>

annum in excess of the Bank's  prime rate.  At June 30,  1997,  the Bank's prime
rate was 8.5%.  As a result of the  Company's  losses  during fiscal 1997, as of
June 30,  1997,  the Company was in  violation  of a covenant  contained  in the
Facility  that the  Company  report net income of at least $1.00 for each fiscal
quarter  beginning  with the  quarter  ended  June 30,  1997  (the  "Net  Income
Covenant").  Additionally,  as of October 28, 1997, the Company was in violation
of a covenant  contained in the Facility  which  required the Company to deliver
audited financial  statements for the fiscal year ended June 30, 1997, and as of
November 14, 1997,  the Company was in violation of a covenant  contained in the
Facility  requiring the Company to deliver to the Bank financial  statements for
the fiscal quarter ended  September 30, 1997 (these  covenants are  collectively
referred  to  herein as the  "Reporting  Requirement  Covenants").  The Bank has
waived the Net Income  Covenant  default in respect of the fiscal quarters ended
June 30, 1997 and  September  30, 1997.  The Bank has also waived the  Reporting
Requirement Covenants defaults until February 28, 1998.

In  addition  to the  Facility,  at June 30,  1997 the  Company  had  issued and
outstanding $1,500,000 of its 12% Convertible Senior Subordinated Debentures due
December  31,  1998  (which  were  subsequently  exchanged  for the  Amended and
Restated  Class B 13% Senior  Subordinated  Debentures  due July 29,  1999,  the
"Class B  Debentures"),  which contain  financial  covenants  identical to those
contained in the Facility.  Accordingly, as of June 30, 1997, the Company was in
default  in  respect  of the  Net  Income  Covenant  contained  in the  Class  B
Debentures to the same extent as under the Facility. Additionally, as of October
28, 1997 and  November  14,  1997,  the Company was in default of the  Reporting
Requirement  Covenants to the same extent as under the  Facility.  The holder of
the Class B Debentures has waived the Net Income Covenant  default in respect of
the fiscal  quarters  ended June 30, 1997,  September  30, 1997 and December 31,
1997, and has waived the Reporting Requirement Covenants defaults until February
28,  1998.  Pursuant  to the terms of the Class B  Debentures,  the  Company  is
required to file a  registration  statement  covering,  among other things,  the
resale of the shares of Common Stock  issuable  upon the  conversion  of Class B
Debentures  on or  prior  to  October  27,  1997  and to have  the  registration
statement  declared  effective by the  Securities and Exchange  Commission  (the
"SEC")  on or prior to  January  25,  1998.  The  Company  has not yet filed the
registration  statement.  As a result,  effective  October 28, 1997 the interest
rate on the Class B Debentures  was  increased  by 1-1/2% per annum  pursuant to
their terms. Unless the Company complies with its registration obligations,  the
interest rate on the Class B Debentures will continue to increase  (subject to a
maximum  interest  rate of 17% per annum).  The holder of the Class B Debentures
has  the  right  to  declare  all  amounts  thereunder  due and  payable  if the
registration statement is not declared effective by the SEC on or prior to April
25,  1998.  The holder of the Class B Debentures  has waived until  February 28,
1998 any  default  arising  as a result  of the  Company's  failure  to file the
required registration statement.

At  December  12,  1997,  CT&T was  indebted  to the  Company  in the  amount of
approximately  $3.4 million,  representing  amounts due and owing as a result of
equipment  purchased by CT&T,  approximately $3.1 million of which was more than
60 days past due at such date. The Company has been engaged in discussions  with
CT&T pursuant to which,  among other things,  the Company has sought  payment of
all amounts past due from CT&T. In connection with those  discussions,  CT&T has
alleged  that it is entitled to certain  credits or offsets  against  amounts it
owes to the Company.  The Company  believes the  objections to payment raised by
CT&T in its discussions with the Company are without merit.

In December 1997, CVNY entered into a letter agreement with the Company pursuant
to which CVNY agreed to pay on behalf of CT&T  approximately $3.0 million of the
amounts  owed by CT&T.  Under  the  terms of the  letter  agreement,  CVNY  paid
$350,000 to the Company,  and delivered to the Company a secured promissory note
in the principal amount of approximately  $2.6 million (the "CVNY Note").  As of
December 28, 1997, CVNY had paid $49,500  pursuant to the CVNY Note. On December
31, 1997, the Company sold the CVNY Note for approximately $2.4 million.

There can be no assurance that the Company will receive payment of the remaining
amounts  owed to it by CT&T or as to the  timing of any such  payments  that are
ultimately  made.  The Company may be required to institute  litigation  against
CT&T for the  payment of the  amounts  owed.  Any such  litigation  is likely to
result in the incurrence of significant expenses by the Company and may continue
for an extended period of time. In addition,  there can be no assurance that the
Company will prevail in any such  litigation  or that any amount  awarded to the
Company in such litigation will ultimately be collectible. Further, there can be
no assurance that CT&T would continue to purchase  equipment from the Company if
such litigation were instituted.

Net Operating Loss Carry Forward

The Company and mmTech  currently  file  separate  federal and state  income tax
returns.  As of June 30, 1997, the Company had a $6.1 million net operating loss
carry forward available to be used to offset future income.

Inflation

Inflation  was not a  material  factor  in  either  the  sales or the  operating
expenses of the Company during the periods presented herein.


<PAGE>


Recent Pronouncements of the Financial Accounting Standards Board

In February  1997, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
128") which  establishes  standards for computing  and  presenting  earnings per
share.  SFAS 128 replaces  the  presentation  of primary  earnings per share and
fully  diluted  earnings  per share with basic  earnings  per share and  diluted
earnings per share, respectively. Basic earnings per share excludes dilution and
is computed by dividing income available to common  stockholders by the weighted
average number of common shares outstanding for the period. Diluted earnings per
share is computed similarly to fully diluted earnings per share. The standard is
effective for financial  statements  for periods ending after December 15, 1997,
with earlier application not permitted.

Because the Company  incurred  losses in both of the fiscal years ended June 30,
1997 and 1996,  the  reported  losses per share would not have been  affected by
using this new standard.

In June 1997, the FASB issued  Statement of Financial  Accounting  Standards No.
131,  "Disclosures  about  Segments of an Enterprise  and Related  Information,"
which requires disclosure of reportable operating segments and will be effective
for financial  statements  issued for fiscal years  beginning after December 31,
1997.  The  Company  will be  reviewing  this  pronouncement  to  determine  its
applicability to the Company, if any.

Forward-Looking Statements

This Annual Report on Form 10-KSB contains forward-looking statements within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities Exchange Act of 1934, as amended. Such statements include,
but are not limited to, the  anticipated  development  and growth of the markets
for the  Company's  products,  the  anticipated  growth  in the  demand  for the
Company's products, the Company's opportunities to increase sales through, among
other things,  the  development of new markets for the Company's  products,  the
development of new products,  the  probability  of the Company's  success in the
sale of its  products  in current or future  markets,  the  potential  effect of
government regulations, the Company's liquidity and capital requirements and the
Company's need for additional  working  capital.  Although the Company  believes
that the expectations reflected in such forward-looking  statements are based on
reasonable assumptions,  there can be no assurance that its expectations will be
realized.  Forward-looking  statements  involve known and unknown risks that may
cause the Company's actual results for future periods to differ  materially from
management's  expectations.  Future  events and actual  results,  financial  and
otherwise,  could differ  materially  from those set forth in or contemplated by
the  forward-looking  statements  contained  herein.  Factors  that could  cause
results to differ materially from the Company's  expectations  include,  but are
not limited to, the following:  general  economic and political  conditions,  as
well as  conditions  in the markets for the  Company's  products;  the Company's
history of losses,  cash constraints and ability to continue as a going concern;
the recent shift in the Company's  business focus;  the Company's  dependence on
and the effects of government  regulation;  the Company's dependence on the LMDS
market and uncertainties relating to the size and timing of any such market that
ultimately develops; the Company's dependence on large orders and the effects of
customer concentrations;  the Company's relationship with CT&T and the resulting
limitations  on the  Company's  ability to sell certain of its products to third
parties;  the Company's dependence on the sale of securities to meet its working
capital needs; the Company's dependence on future product development and market
acceptance  of the  Company's  products,  particularly  in the LMDS market;  the
Company's limited  proprietary  technology;  possible  fluctuations in quarterly
results;  the effects of competition;  risks related to  international  business
operations;  the Company's dependence on independent sales representatives;  and
the Company's dependence on a limited number of suppliers.  Other factors may be
described  from time to time in the  Company's  other filings with the SEC, news
releases and other communications.


<PAGE>


                        LOGIMETRICS, INC. AND SUBSIDIARY

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Item 7.  Consolidated Financial Statements

                                                                         Page

Opinions of Independent Certified Public Accountants                     16, 17

Balance Sheet - June 30, 1997                                              18

Statements of Operations                                                   19
  Years ended June 30, 1997 and 1996

Statements of Stockholders' Equity (Deficiency)                          20, 21
  Years ended June 30, 1997 and 1996

Statements of Cash Flows                                                   22
  Years ended June 30, 1997 and 1996

Notes to Financial Statements                                             23-36


<PAGE>


INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
LogiMetrics, Inc. and Subsidiaries
Bohemia, New York

We have audited the accompanying consolidated balance sheet of LogiMetrics, Inc.
and  Subsidiaries   (the  "Company")  as  of  June  30,  1997  and  the  related
consolidated  statements of operations,  stockholders'  equity  (deficiency) and
cash flows for each of the two years in the period then ended.  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 audit.  We did not audit the statements of income,  accumulated  deficit and
cash  flows of  mmTech,  Inc.,  a  wholly-owned  subsidiary,  for the year ended
October 31, 1996,  which statements  reflect total revenues  constituting 43% of
consolidated  total revenues for the year ended June 30, 1996.  Those  financial
statements  were audited by other  auditors  whose  report  (which as to 1996 is
qualified  because  they were  unable to perform an opening  physical  inventory
observation, the effect of which, in our opinion, is not material in relation to
the  consolidated  financial  statements)  has  been  furnished  to us,  and our
opinion, insofar as it relates to the amounts included for mmTech, Inc. is based
solely on the report of such auditors.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial  statements  are  free  from  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  based on our audits and the report of the other auditors,  such
consolidated  financial statements present fairly, in all material respects, the
financial  position of the Company as of June 30, 1997, and the results of their
operations  and their cash  flows for each of the two years in the period  ended
June 30, 1997 in conformity with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial  statements,  the Company's losses from operations,  its
deficiency in working capital and the  stockholders'  capital  deficiency  raise
substantial doubt about its ability to continue as a going concern. Management's
plans  concerning  these matters are also described in Note 2. The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Jericho, New York
January 5, 1998


<PAGE>



INDEPENDENT AUDITORS' REPORT

To the Stockholder of
mmTech, Inc.

We have audited the statements of income, accumulated deficit, and cash flows of
mmTech, Inc. for the year ended October 31, 1996. 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 audit.

Except as  discussed  in the  following  paragraph,  we  conducted  our audit in
accordance with generally accepted auditing  standards.  Those standards 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.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides a reasonable basis for our opinion.

We did not observe  the  physical  inventory  (stated at  $390,868)  taken as of
October 31, 1995,  since that date was prior to our  engagement  as auditors for
the Company.

In our opinion,  except for the effects of any adjustments  that might have been
determined to be necessary in the statements of income, accumulated deficit, and
cash  flows had we been  able to  observe  the  physical  inventory  taken as of
October 31, 1995, the financial  statements  referred to in the first  paragraph
present  fairly,  in all material  respects,  the results of operations and cash
flows of mmTech,  Inc. for the year ended  October 31, 1996 in  conformity  with
generally accepted accounting principles.

/s/ Reydel, Perier & Neral

REYDEL, PERIER & NERAL, PA
Wall, New Jersey
February 7, 1997


<PAGE>

<TABLE>
<CAPTION>

                                LOGIMETRICS, INC.
                           CONSOLIDATED BALANCE SHEET
                                  June 30, 1997


         ASSETS
<S>           <C>                                                      <C>      
              Current Assets
                  Cash (Note 8)                                        $   368,327
                  Accounts receivable, less allowance
                      for doubtful accounts of $150,000                  2,156,464
                  Costs and estimated earnings in excess of
                      billings on uncompleted contracts (Note 4)           785,013
                  Inventories (Note 5)                                   3,349,036
                  Prepaid expenses and other current assets                 89,512
                                                                        ----------
                           Total current assets                          6,748,352

              Equipment and fixtures (net)  (Note 7)                       620,243
              Deferred financing costs                                     216,462
              Other assets                                                  38,443
                                                                        ----------
                  TOTAL ASSETS                                         $ 7,623,500
                                                                       ===========

         LIABILITIES AND STOCKHOLDERS' DEFICIENCY
              Current liabilities
                  Accounts payable and other accrued expenses          $ 4,975,804
                  Advance payments                                       1,125,907
                  Income taxes payable                                     416,564
                  Current portion of long-term debt (Note 8)             3,193,018
                                                                         ---------
                           Total current liabilities                     9,711,293

              Long term debt                                             1,594,314
                                                                        ----------
TOTAL LIABILITIES                                                       11,305,607
                                                                        ----------
              Commitments (Note 12)
              Stockholders' deficiency  (Notes 8 and 10)
                  Preferred Stock:
                      Series A, stated value $50,000 per share;
                      authorized,  200 shares;  issued and
                      outstanding,  30 shares                              990,564
                  Warrants  (Note 10)                                    1,023,234
                  Common Stock:
                      Par Value $.01;  authorized,
                      100,000,000 shares;  issued and
                      outstanding, 22,391,434 shares                       223,914
                  Additional paid-in capital                             1,644,583
                  Deficit                                               (7,401,452)
                  Stock subscriptions receivable  ( Note 10 )             (162,950)
                                                                        -----------
                  TOTAL STOCKHOLDERS' DEFICIENCY                        (3,682,107)
                                                                        -----------
                  TOTAL LIABILITIES AND
                      STOCKHOLDERS' DEFICIENCY                         $ 7,623,500
                                                                        ==========
</TABLE>

                 See Notes to Consolidated Financial Statements



<PAGE>



                                LOGIMETRICS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                                     YEAR ENDED JUNE 30,
                                                    1997             1996
                                                    -----            ----
                                                              Restated (Note 2)
Net Revenues                                 $ 11,374,182        $ 8,879,544
Cost and expenses:
     Cost of revenues ( Note 4 )                8,563,694          9,831,316
     Selling, general and
     administrative expenses                    3,520,094          3,211,232
     Research and development                     647,919            628,967
                                                ---------          ---------
     Loss from operations                      (1,357,525)        (4,791,971)
     Interest expense                             763,801            455,741
                                                ----------         ----------
 Loss before income taxes                      (2,121,326)        (5,247,712)
     ( Benefit ) provision for 
        income taxes ( Note 9 )                   380,000           (299,000)
                                                ----------       ------------
Net loss                                       (2,501,326)        (4,948,712)
     Preferred stock dividends                    234,164             57,205
                                                ----------       ------------
Net loss attributable
to common shareholders                     $   (2,735,490)     $  (5,005,917)
                                           ===============     ===============

Loss per common
     share ( Note 11 )                     $        (0.12)     $       (0.23)

Weighted average number of common
     shares and equivalents outstanding
     ( Note 10 )                               22,282,361         22,202,754

                 See Notes to Consolidated Financial Statements


<PAGE>

<TABLE>
<CAPTION>

                                               LOGIMETRICS, INC.
                                          CONSOLIDATED STATEMENTS OF
                                       STOCKHOLDERS' EQUITY ( DEFICIENCY )

                              Par Value

                           Class A       Class B                  Additional             Stock           Retained    Stockholders'
                           Common        Common     Preferred     Paid-in                Subscriptions   Earnings      Equity
                           Stock         Stock      Stock         Capital      Warrants  Receivable      (Deficit)    (Deficit)

<S>                        <C>         <C>          <C>         <C>            <C>       <C>             <C>          <C>  
Balance, June 30, 1995
  as previously reported  $  261,060   $  25,000        -       $ 1,949,209       -     $ (177,950)      $ 601,395     $ 2,658,714

Common stock issued
    pursuant to merger 
      (Note 3 )            1,924,780         -          -        (1,923,780)      -          -            (216,400)       (215,400)
                           _________     _______      ______    ___________     ______  ___________      __________      ___________
Balance, June 30, 1995
    as restated (Note 3)   2,185,840      25,000        -            25,429       -       (177,950)        384,995       2,443,314
                           _________     _______      ______    ___________     ______  ____________     ___________     ___________
Receipt of stock
    subscription payments     -              -          -              -          -         13,750            -             13,750

Issuance of Warrants
    Series A                  -              -          -              -         11,285      -                -             11,285
    Series B                  -              -          -              -         28,215                                     28,215
    Series C                  -              -          -              -        457,628                                    457,628
    Series D                                                                    509,436                                    509,436
    Series E                                                                     10,000                                     10,000
    Series F                                                                      6,670                                      6,670

Preferred Stock issuance                              990,564                                                              990,564

Conversion of Class B
    Common Stock to Class
     A Common Stock          25,000      (25,000)       -              -           -          -               -               -

Change in par value per
    share from 
     $.10 to $.01        (1,989,756)         -          -         1,989,756        -          -               -               -

Exercise of Series D
    Warrants                    943          -          -              -           -          -               -              943

Expenditures relating to
    Preferred Stock 
    offering and 
    registration 
    statement                 -              -          -          (370,602)       -          -               -         (370,602)

Net loss                      -              -          -              -           -          -           (4,948,712) (4,948,712)

Preferred Stock dividends     -              -          -              -           -          -              (57,205)    (57,205)
                          ________      _________      ______       ________    _______     _____          __________  __________

Balance, June 30, 1996      222,027          -        990,564     1,644,583   1,023,234  (164,200)        (4,620,922)   (904,714)
                          ________      _________      ______       ________    _______     _____          __________  __________
Receipt of stock
    subscription payments                                                         1,250                                    1,250

Exercise of Series D
    Warrants                  1,887                                                                                        1,887

Net loss                                                                                                  (2,501,326) (2,501,326)

Change in year end of pooled
    company                                                                                                  (45,040)    (45,040)

Preferred Stock dividends      -             -          -              -           -         -              (234,164)   (234,164)
                        ___________       ________  ________      _________   _________  ________       ____________ ____________
Balance, June 30, 1997  $   223,914      $   -     $ 990,564    $ 1,644,583 $ 1,023,234 $(162,950)      $ (7,401,452)$(3,682,107)
                        ===========       ========  ========     ========== =========== ==========      ============= ===========


(continued)
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                LOGIMETRICS, INC.

     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) (Continued)


                                                               Class A               Class B              Preferred
                                                             Common Stock          Common Stock               Stock


<S>                                                         <C>                      <C>                  <C>
       Shares Outstanding

       Balance at June 30, 1995
           As previously reported                            2,610,614                250,000                -

       Common Stock issued pursuant to the merger
       (Note 3)                                              19,247,800                   -                  -

       Balance, June 30, 1995
           As restated (Note 3)                              21,858,414               250,000               -

       Issuance of Preferred
           Stock                                                 -                      -                    30

       Conversion of Class B
           Common Stock to Class A                              250,000              (250,000)                -

       Exercise of Series D
           Warrant                                               94,340                 -                     -

       Balance at June 30, 1996                              22,202,754                 -                    30

       Exercise of Series D Warrants                            188,680                 -                     -

       Balance, June 30, 1997                                22,391,434                 -                    30
                                                             ==========              ========               ======            
</TABLE>

                 See Notes to Consolidated Financial Statements


<PAGE>


<TABLE>


                                                 LOGIMETRICS, INC.
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                        YEAR ENDED JUNE 30,
                                                                        1997                     1996
                                                                       ------                    ----
                                                                                              Restated (Note 3)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                <C>                      <C>           
     Net loss                                                      $   (2,501,326)          $  (4,948,712)
                                                                  ----------------          ---------------

     Adjustments to reconcile net loss to net cash
     provided by ( used for ) operating activities:
     Depreciation and amortization                                       462,861                  198,662
         Allowance for doubtful accounts                                  75,000                   70,500
         Deferred income tax ( benefit )                                     -                   (299,000)
         Increase ( decrease ) in cash from:
              Accounts receivable                                        443,865                  428,080
              Costs and estimated earnings
                  in excess of billings on
                  uncompleted account contracts                          216,750                2,357,220
              Inventories                                               (929,883)                (963,956)
              Prepaid expenses and other
                  current assets                                         134,485                 (124,195)
              Accounts payable and accrued expenses                    1,870,188                  657,427
              Other assets                                               440,282                  564,726
                                                                       ---------                ---------
                      Total adjustments                                2,713,548                2,889,464
                                                                       ---------                ---------
         Net cash provided by ( used for ) operating activities          212,222               (2,059,248)
                                                                       ---------               ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of equipment and fixtures                                (159,301)                (139,325)
                                                                       ---------                ---------
         Net cash used for investing activities                         (159,301)                (139,325)
                                                                       ---------                ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds of debt issuance - net                                     291,003                  568,602
     Proceeds of warrant issuance                                            -                  1,023,234
     Proceeds of preferred stock issuance                                    -                  1,129,398
     Repayment of loans from stockholders                                (5,972)                  (86,032)
     Proceeds from exercise of warrants                                   1,887                       943
     Decrease in stock subscriptions receivable                           1,250                    13,750
     Repayment of debt                                                 (242,010)                 (429,191)
                                                                       ---------                ---------
         Net cash provided by financing activities                       46,158                 2,220,704
                                                                       ---------                ---------
NET INCREASE IN CASH                                                     99,079                    22,131

CASH and CASH EQUIVALENTS, beginning of period                          269,248                   230,991
                                                                       ---------                ---------
CASH and CASH EQUIVALENTS, end of period                            $   368,327                $  253,122
                                                                     ===========               ==========
</TABLE>

                 See Notes to Consolidated Financial Statements



<PAGE>


                       LOGIMETRICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       YEARS ENDED JUNE 30, 1997 AND 1996

1.       Description of Business and Summary of Significant Accounting Policies

a.       Principles of Consolidation

The  accompanying  consolidated  financial  statements  include the  accounts of
LogiMetrics,  Inc.  ("LogiMetrics") and its wholly owned  subsidiaries,  mmTech,
Inc.  ("mmTech") and LogiMetrics FSC, Inc.  (collectively,  the "Company").  All
intercompany  balances and transactions  have been eliminated.  The consolidated
financial  statements  of the Company  have been  prepared  to give  retroactive
effect to the business  combination with mmTech (Note 3) which occurred on April
25, 1997 and has been accounted for as a pooling of interests.

b.       Revenue Recognition

Revenues  related to products with short-term  production  cycles are recognized
when the products are shipped.  The Company  reports  revenues  from the sale of
products  which  have  production   cycles  longer  than  three  months  on  the
percentage-of-completion method for financial reporting purposes. Revenues under
these  contracts  are  recognized  based on the  proportion  of  contract  costs
incurred to total estimated  contract  costs.  Contract costs include all direct
material  and  labor  costs  and  those   indirect  costs  related  to  contract
performance,  such as indirect labor, supplies, tools, repairs, and depreciation
costs.  Selling,  general,  and  administrative  costs are charged to expense as
incurred.  Provisions for estimated losses on uncompleted  contracts are made in
the period in which such losses are determined.

The net sales value of  partially  completed  contracts in excess of billings is
included in current assets.

c.       Inventories

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

d.       Equipment and Fixtures

Equipment and fixtures are recorded at cost and include  equipment under capital
leases.  Depreciation and amortization are provided by the straight-line  method
over an estimated  useful life of five or ten years and in the case of leasehold
improvements, the remaining lease term.

e.       Income Taxes

The Company  accounts  for income  taxes  pursuant  to  Statement  of  Financial
Accounting  Standards ("SFAS") No. 109 "Accounting for Income Taxes." Under this
method,  deferred tax assets are  determined  based on  differences  between the
financial  reporting and tax bases of assets and  liabilities,  and are measured
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse.

f.       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 and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

g.        Long-Lived Assets

Effective July 1, 1996, the Company  adopted  Statement of Financial  Accounting
Standards No. 121,  "Accounting for the Impairment of Long-Lived  Assets and for
Long-Lived  Assets  to  Be  Disposed  Of"  ("Statement   121").   Statement  121
establishes  accounting  standards  for the  impairment  of  long-lived  assets,
certain  identifiable  intangibles,  and goodwill  related to those assets to be
held and used for long-lived assets and certain  identifiable  intangibles to be
disposed of. Statement 121 requires the review of long-lived  assets and certain
identifiable  intangibles  whenever events or changes in circumstances  indicate
that the carrying amount

<PAGE>
                       LOGIMETRICS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

of an asset may not be recoverable. The adoption of Statement 121 did not have a
material effect on the consolidated financial statements of the Company.

h.       Fair Value of Financial Instruments

At June 30, 1997, the carrying  amount of the Company's  financial  instruments,
including cash, accounts receivable,  accounts payable, accrued liabilities, and
notes payable,  approximated fair value because of their short-term  maturities.
Long-term borrowings bear interest at variable rates, which approximate market.

i.       Deferred Financing Costs

Deferred  financing costs are amortized on a straight-line  basis over the lives
of the related obligations.

j.       Reclassifications

Certain  amounts in the 1996  financial  statements  have been  reclassified  to
conform with 1997 presentation.

2.       Financial Condition and Liquidity

On March 7, 1996,  LogiMetrics was  recapitalized and new management was brought
in to lead a restructuring  of the company's  operations (the  "Restructuring").
The primary objective of the Restructuring  was to redirect  LogiMetrics'  focus
toward  the  higher  value-added,  broad band  wireless  communications  market.
Consistent  with this focus,  on April 25,  1997, a  subsidiary  of  LogiMetrics
merged  into  mmTech,  a  manufacturer  of broad  band  wireless  communications
equipment.  (The  merger  is  further  discussed  in note 3.) As a result of the
change in focus,  the merger and other  operating  inefficiencies  preceding the
change in control, operations for the fiscal years ended June 30, 1997 and 1996,
have been significantly impacted.

As shown in the financial  statements,  during the years ended June 30, 1997 and
1996 the Company incurred net losses of $2,501,326 and $4,948,712, respectively,
and, at June 30, 1997, the Company's  current  liabilities  exceeded its current
assets by $2,962,941,  while its total liabilities  exceeded its total assets by
$3,682,107. The net losses have caused the Company to be in default with respect
to certain  covenants  contained in the Company's  debt  instruments.  While the
Company has currently obtained waivers covering such defaults (such defaults and
related  waivers are more fully  discussed in note 8), there can be no assurance
that the holders of such debt will agree to new waivers, if necessary,  once the
original waivers expire.

The  Company  has  not  paid  any  dividends  on  its  Series  A 12%  Cumulative
Convertible   Redeemable  Preferred  Stock,  par  value  $0.01  per  share  (the
"Preferred  Stock"),  which  have  accumulated  in the  amount of  approximately
$380,000 through December 12, 1997.  Additionally,  as of December 12, 1997, the
Company  is past due in  payments  to  vendors  in an  amount  of  approximately
$1,800,000.

Recognizing the need for additional resources to fund the Company's  anticipated
operating  shortfalls,  management has entered into  discussions with investment
bankers and other consultants to assist with identifying and pursuing additional
funding sources.  In relation to these efforts,  during the years ended June 30,
1997 and 1996,  the Company raised  approximately  $3.0 million from the private
sale of  convertible  debentures,  convertible  preferred  stock  and  warrants.
Through  December 12, 1997 the Company raised  approximately  an additional $3.4
million through the private issuance of convertible debentures and warrants; and
on December  31,  1997,  the Company  sold  approximately  $2.6 million of notes
receivable for approximately  $2.4 million in cash (refer to note 16 for further
information).  While  management  expects  that the  continuing  efforts  of the
investment  bankers and other  consultants will result in the  identification of
new  financing  sources,  no  assurance  can be given that the  Company  will be
successful in raising capital.

Based upon the above  information,  the Company's  financial  statements for the
year ended June 30,  1997 have been  prepared  on a going  concern  basis  which
contemplates  the  realization of assets and the  settlement of liabilities  and
commitments in the normal course of business.  The Company's  continuation  as a
going concern is dependant upon its ability to generate  sufficient cash flow to
meet its  obligations on a timely basis,  to comply with the terms and covenants
of its financial  agreements,  to obtain additional  financing or refinancing as
may be required, and ultimately to attain successful operations.  If the Company
is unable to generate sufficient cash

<PAGE>

                       LOGIMETRICS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

flows from  operations or other sources,  the Company may not be able to achieve
its growth objectives, may have to curtail further its marketing, development or
operations, and may be unable to continue as a going concern.

3.       Acquisition

On April 25, 1997, a wholly owned subsidiary of LogiMetrics  merged into mmTech,
pursuant to which LogiMetrics  issued 19,247,800 shares of its common stock, par
value $0.01 per share (the "Common  Stock"),  to Mr. Charles S. Brand,  the sole
stockholder of mmTech.  mmTech is primarily engaged in the design,  development,
manufacturing and sale of telecommunications  equipment used in Local Multipoint
Distribution Service ("LMDS") systems that deliver wireless video, telephone and
data signals.  The  acquisition has been accounted for as a pooling of interests
and,  accordingly,  the consolidated  financial statements have been restated to
include  the  accounts  of mmTech for all periods  presented.  The  accompanying
consolidated  financial  statements for the year ended June 30, 1997 include the
operations  of mmTech on a common  fiscal year.  The  accompanying  consolidated
financial  statements for the year ended June 30, 1996 include the operations of
mmTech for the fiscal year ended October 31, 1996.  Accordingly,  as a result of
conforming fiscal years, mmTech=s net income for the period July 1, 1996 through
October 31, 1996 of $45,040 is included twice in the  accompanying  consolidated
statements of operations  for the fiscal years ended June 30, 1997 and 1996, and
has been included as an adjustment to consolidated accumulated deficit. Included
in the  operating  results of the  Company  for the year ended June 30, 1997 are
approximately $3,600,000 of revenues and approximately $400,000 of net income of
mmTech prior to the date of  acquisition.  Because the acquisition was accounted
for as a pooling  of  interests,  acquisition  expenses  of  $135,000  have been
charged against results of operations in the year ended June 30, 1997.

The  following  is a  reconciliation  of certain  restated  amounts with amounts
previously reported for 1996:

     Revenues:
     As previously reported                                       $ 5,038,193
     Effect of mmTech pooling of interests                          3,841,351
                                                                  -----------
     As restated                                                  $ 8,879,544
                                                                  -----------

     Net income (loss):
     As previously reported                                       $(5,196,067)
     Effect of mmTech pooling of interests                            190,150
                                                                  -----------
     As restated                                                 $ (5,005,917)
                                                                  ------------

     Net income (loss) per share:
     Primary:
     As previously reported                                      $      (1.82)
     Effect of mmTech pooling of interests                               1.59
                                                                  -----------
     As restated                                                 $      (0.23)
                                                                  -----------


4.   Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts

Costs and  estimated  earnings in excess of billings  on  uncompleted  contracts
consist of the following at June 30, 1997:

       Costs and estimated earnings                                $1,235,707

       Less:    Estimated loss upon completion                       (293,094)
                Progress billings                                    (157,600)
                                                                    ----------

                                                                   $  785,013
                                                                    =========
<PAGE>


                       LOGIMETRICS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5.       Inventories

Inventory consists of the following at June 30, 1997:

                Raw material and components                       $1,573,727
                Work-in-progress                                   1,211,598
                Finished goods                                       563,711
                                                                   __________
                                                                  $3,349,036
                                                                  ==========
6.       Supplementary Information - Statement of Cash Flows

                Cash paid during the period for:

                                                          Year ended June 30,

                                                         1997             1996
                                                         ----             ----

                Interest                               $359,214       $331,356
                Income taxes                           $ -0-           $ 9,931

              Non-cash investing and financing activities during the period for:

                                                         Year ended June 30,

                                                         1997             1996
                                                         ----             ----
                Machinery and equipment
                  purchased under capital lease       $117,685        $ 107,686


7.       Equipment and Fixtures

Equipment and fixtures, at cost, are summarized as follows at June 30, 1997:

                Machinery and equipment                           $2,434,271
                Furniture and fixtures                               141,115
                Leasehold improvements                               179,562
                                                                  ----------
                                                                   2,754,948
                Less: accumulated depreciation and amortization   (2,134,705)
                                                                  -----------
                                                                  $  620,243
                                                                  ==========

8.       Long-Term Debt

Long-term debt consists of the following at June 30, 1997:

         Notes payable to Bank                      $2,375,961
         Senior debentures                           1,500,000
              Less:  Discount at issuance             (457,628)
              Plus:  Amortization of discount          214,515
         Subordinated debentures                       300,000
         Notes payable - officer (Note 15)             623,086
         Notes payable - other                          45,000
         Capital lease obligations                     186,398
                                                    ----------
                                                     4,787,332
              Less: current portion                 (3,193,018)
                                                    ----------
                                                     1,594,314
                                                    ==========


<PAGE>


                       LOGIMETRICS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Subordinated Debentures and Series A and Series B Warrants

On July 14, 1995,  the Company  completed a private  offering of 15 units of its
securities  at a price of $20,800 per unit.  Each unit  consisted of one $20,000
12% Convertible  Subordinated  Debenture and one Common Stock Purchase  Warrant,
Series A. For managing the financing,  Common Stock Purchase Warrants, Series B,
to  purchase  1,500,000  shares of Common  Stock  were sold to SFM  Group,  Ltd.
("SFM") at a price of $.02 per share, with an exercise price of $0.25 per share.

Subsequently, on March 7, 1996, in connection with the Restructuring, all of the
holders of the 12% Convertible Subordinated Debentures and Common Stock Purchase
Warrants, Series A, and Common Stock Purchase Warrants, Series B, exchanged such
debentures  and warrants for Amended and Restated 12%  Convertible  Subordinated
Debentures (the "Subordinated Debentures") and Amended and Restated Series A and
Series B  Warrants  of like  tenor  (the  "Series  A  Warrants"  and  "Series  B
Warrants",  respectively).  Refer to Note 10c for a  further  discussion  of the
Series A Warrants and Series B Warrants.

At June 30,  1997,  accrued  interest  on the  Subordinated  Debentures  totaled
approximately  $79,000. The principal was payable in one balloon payment on July
14, 1997. On that date, the holders of the Subordinated Debentures converted all
of the  Subordinated  Debentures into an aggregate of 1,200,000 shares of Common
Stock. All accrued  interest on the  Subordinated  Debentures was paid on August
29, 1997.

North Fork Bank Credit Facilities

The  Company is a party to a Restated  and Amended  Term Loan Note,  dated as of
April 25, 1997, and a Sixth Restated and Amended Revolving Credit Note, dated as
of April 25,  1997,  pursuant to which North Fork Bank (the "Bank") has provided
the Company with a $640,000 term loan (the "Term Loan") which  matures  December
31, 1998 and a revolving  credit facility (the  "Revolver")  which matures April
30,  1998,  pursuant to which the  Company is entitled to draw up to  $2,200,000
assuming  sufficient  eligible inventory and accounts  receivable (the Term Loan
and the Revolver are referred to herein  collectively  as the  "Facility").  The
Term Loan and the Revolver  bear  interest at the rate of 2% per annum in excess
of the Bank's prime rate. At June 30, 1997, the Bank's prime rate was 8.5%. As a
result of the Company's  losses  during  fiscal 1997,  as of June 30, 1997,  the
Company  was in  violation  of a covenant  contained  in the  Facility  that the
Company  report net income of at least $1.00 for each fiscal  quarter  beginning
with the quarter ended June 30, 1997 (the "Net Income Covenant").  Additionally,
as of October 28, 1997, the Company was in violation of a covenant  contained in
the Facility which required the Company to deliver audited financial  statements
for the fiscal  year ended June 30,  1997,  and as of  November  14,  1997,  the
Company was in violation of a covenant  contained in the Facility  requiring the
Company to deliver to the Bank financial statements for the fiscal quarter ended
September 30, 1997 (these covenants are  collectively  referred to herein as the
"Reporting Requirement Covenants").  The Bank has waived the Net Income Covenant
default in respect of the fiscal  quarters ended June 30, 1997 and September 30,
1997.  The Bank has also waived the  Reporting  Requirement  Covenants  defaults
until February 28, 1998.

Senior Debentures and Series C Warrants

In connection with the Restructuring,  the Company and Cerberus  Partners,  L.P.
("Cerberus")  entered into a Unit Purchase  Agreement,  dated March 7, 1996 (the
"Unit Purchase Agreement"),  pursuant to which the Company issued to Cerberus 30
Units (the  "Units"),  each Unit  consisting  of $50,000 in aggregate  principal
amount of the  Company's  12% Senior  Subordinated  Convertible  Debentures  due
December 31, 1998 (the "Senior  Debentures") and a Common Stock Purchase Warrant
Series C (the "Series C Warrants") to purchase 84,746 shares of Common Stock for
$.01 per share at any time prior to March 7, 2003.  The  Company  allocated  the
$1,500,000  proceeds  between  the Senior  Debentures  and the Series C Warrants
based upon their estimated fair value as of March 7, 1996. On July 29, 1997, the
Senior  Debentures  were  exchanged  for the  Amended and  Restated  Class B 13%
Convertible  Senior  Subordinated  Debentures  due July 29,  1999 (the  "Class B
Debentures").

<PAGE>



                       LOGIMETRICS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Each Class B Debenture is  convertible  into 84,746 shares of Common Stock.  The
Class B Debentures were senior in right of payment to the Company's Subordinated
Debentures,  but are  subordinate to the Company's Term Loan and Revolver.  As a
result of the exchange of the Senior Debentures for the Class B Debentures,  the
principal is payable on the Class B Debentures  in one balloon  payment due July
29, 1999.

The Class B Debentures contain financial  covenants identical to those contained
in the Facility. Accordingly, as of June 30, 1997, the Company was in default in
respect of the Net Income  Covenant  contained in the Class B Debentures  to the
same  extent as under the  Facility.  Additionally,  as of October  28, 1997 and
November  14,  1997,  the  Company was in default of the  Reporting  Requirement
Covenants  to the same extent as under the  Facility.  The holder of the Class B
Debentures has waived the Net Income  Covenant  default in respect of the fiscal
quarters ended June 30, 1997,  September 30, 1997 and December 31, 1997, and has
waived the Reporting  Requirement  Covenants  defaults  until February 28, 1998.
Pursuant to the terms of the Class B Debentures, the Company is required to file
a registration statement covering,  among other things, the resale of the shares
of Common Stock  issuable upon the  conversion of Class B Debentures on or prior
to October 27, 1997 and to have the registration statement declared effective by
the  Securities and Exchange  Commission  (the "SEC") on or prior to January 25,
1998.  The Company has not yet filed the  registration  statement.  As a result,
effective  October  28, 1997 the  interest  rate on the Class B  Debentures  was
increased  by 1-1/2% per annum  pursuant  to their  terms.  Unless  the  Company
complies  with its  registration  obligations,  the interest rate on the Class B
Debentures will continue to increase  (subject to a maximum interest rate of 17%
per annum).  The holder of the Class B  Debentures  has the right to declare all
amounts thereunder due and payable if the registration statement is not declared
effective  by the SEC on or prior to April 25,  1998.  The holder of the Class B
Debentures has waived until February 28, 1998 any default arising as a result of
the Company's failure to file the required registration statement.

      Principal payments due on all long-term debt consist of the following:

         Fiscal year ending June 30, 1998           $3,193,018
         Fiscal year ending June 30, 1999            1,568,231
         Fiscal year ending June 30, 2000               14,505
         thereafter                                     11,578
                                                    ----------
                                                    $4,787,332
                                                    ==========

9.    Income Taxes

      The provision for (benefit from) income taxes consists of the following:


     Year Ended June 30, 1997               Federal       State       Total

         Current                         $  272,000     $108,000    $  380,000
         Deferred                        (1,330,000)    (307,000)   (1,637,000)
         Valuation Allowance              1,330,000      307,000     1,637,000
                                         ---------------------------------------
                                         $  272,000     $108,000    $  380,000
                                         ======================================

     Year Ended June 30, 1996               Federal       State       Total

         Current                               -            -            -
         Deferred                       $(1,476,000)        -       $(1,476,000)
         Valuation Allowance              1,177,000         -         1,177,000
                                        ----------------------------------------
                                        $  (299,000)        -       $  (299,000)
                                        ========================================

<PAGE>

                       LOGIMETRICS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     The following is a summary of deferred tax assets as of June 30, 1997:

        Current Deferred Taxes:
           Costs in excess of deferred revenue                 $   328,000
           Inventory Reserves                                      356,000
           Accounts Receivable                                      63,000
           Accrued Expenses                                         70,000
                                                               -----------
      Total Current                                                817,000
                                                               -----------
      Non-Current Deferred Taxes:
           Depreciation                                             18,000
           NOL Carry-forward                                     2,553,000
                                                                 ---------
           Non-Current                                           2,571,000
                                                                 ---------
      Total Deferred Tax Assets                                  3,388,000

      Valuation Allowance                                       (3,388,000)
                                                                ----------
      Net Deferred Tax Assets                                   $      -
                                                                ===========

The Company's  effective tax rate differs from the anticipated federal statutory
rate. A reconciliation of the federal statutory rate to the Company's  effective
tax rate is as follows:
                                                        % of Pretax Earnings
                                                        Years Ended June 30,
                                                        1997        1996

                 Federal statutory tax rate             (34.0)%       (34.0)%
                 Permanent difference                     1.3           -
                 Net operating loss not producing
                  a current tax benefit                  32.7          28.3
                 Federal and state taxes
                  related to the earnings
                  of mmTech:
                                        State             3.4            -
                                        Federal          12.8           1.4
                      Utilization of net operating
                       loss carry-forward                 -            (1.4)
                      Other                               1.7            -
                                                        ------         ----
                               Final provision           17.9%         (5.7)%
                                                        ======         =====

10. Stockholders' Deficiency

a.  Common and Preferred Stock

In August  1995,  all 250,000  outstanding  shares of Class B common  stock were
converted to Common Stock.

In March 1996, the Company's  Certificate of  Incorporation  was amended.  Among
other things,  the  authorized  common stock of the Company was  increased  from
7,000,000  shares  of  Class A common  stock,  par  value  $.10  per  share,  to
35,000,000 shares of Common Stock. The appellation "Class A" was eliminated from
the common stock,  since there were no longer any shares of Class B common stock
outstanding. In addition, the Company's Certificate of Incorporation was amended
to authorize 200 shares of Preferred Stock.

In May 1997, the Company's Certificate of Incorporation was amended. Among other
things, the authorized Common Stock of the Company was increased from 35,000,000
shares of Common Stock to  100,000,000  shares of Common  Stock.  As of June 30,
1997,  the  Company had  outstanding  22,391,434  shares of Common  Stock and 30
shares of Preferred  Stock.  In addition,  as of June 30, 1997,  the Company had
20,312,980  shares of Common  Stock  reserved  for  issuance  pursuant  to stock
options,  warrants and convertible securities outstanding as of that date. As of
December 12, 1997, the Company had outstanding 25,601,814 shares of Common Stock
and 28 shares of  Preferred  Stock.  In addition,  as of December 12, 1997,  the
Company had 32,960,109  shares of Common Stock reserved for issuance pursuant to
stock options, warrants and convertible securities outstanding as of that date.

<PAGE>

                       LOGIMETRICS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Preferred Stock and Series D Warrants

On March 7, 1996,  the Company  completed a private  offering with respect to an
additional 30 units of its  securities.  Each unit was comprised of one share of
Preferred Stock and one Common Stock Purchase  Warrant,  Series D (the "Series D
Warrants").  Each share of Preferred Stock is convertible  into 94,340 shares of
Common  Stock.  Each Series D Warrant  entitles  the holder  thereof to purchase
94,340  shares of Common  Stock at $.01 per share at any time  prior to March 7,
2003.  Holders of  Preferred  Stock  have no voting or  preemptive  rights.  The
Company  allocated the $1,500,000  received  between the Preferred Stock and the
Series D Warrants based upon their estimated fair value as of March 7, 1996.

Dividends on the Preferred Stock are payable quarterly, beginning June 15, 1996.
With respect to all the dividend payments due until December 12, 1997, the Board
of Directors has elected to defer payment until the Company has sufficient  cash
for that purpose.  Pursuant to the terms of the Preferred Stock and the Series D
Warrants,  the  Company is required  to effect the  registration  for resale of,
among other things,  the shares of Common Stock  issuable upon the conversion of
the Preferred  Stock and the exercise of the Series D Warrants.  The Company has
not yet effected such registration.

The  accumulated  amount of dividends due on the Preferred  Stock as of December
12, 1997 is  approximately  $380,000.  As a result of the  Company's  failure to
effect the  registration  rights of the  holders  of the  Preferred  Stock,  the
dividend rate on the Preferred  Stock increased to 17% per annum effective March
4, 1997.  Until the Company  complies  with its  registration  obligations,  the
dividend rate will remain at 17% per annum.

The Preferred Stock is redeemable,  at the Company's option,  upon the giving of
thirty days prior written notice, unless the price of the Company's Common Stock
fell below $5.00 per share during the 120-day period  immediately  preceding the
date of the notice.  If redeemed by the  Company,  the  Preferred  Stock must be
redeemed at stated value plus all accrued and unpaid accumulated dividends.

b.  Stock Options

The Company applies APB Opinion No. 25 and related interpretations in accounting
for  its  stock  option  plans.  Accordingly,  no  compensation  cost  has  been
recognized  for the fixed  portion of its stock option plans.  Had  compensation
cost for the Company's fixed stock options been  determined  based on fair value
at the grant dates consistent with Statement of Financial  Accounting  Standards
No. 123,  "Accounting for  Stock-Based  Compensation to Employees" the Company=s
net loss  attributable to common  shareholders and net loss per share would have
increased to the pro forma amounts indicated below:

                                                   1997
                                            As                Pro
                                            Reported          Forma
Net loss attributable to
 common shareholders                        $(2,735,490)      $(3,321,825)
Net loss per share                          $(.12)            $(.15)

The fair value of each option  grant is estimated on the date of grant using the
Black  Scholes  option  pricing  model  with  the  following   weighted  average
assumptions used for grants.  The weighted average fair value of options granted
during fiscal 1997 was $0.55 per share.

                                               1997
Dividend yield                                     0%
Expected volatility                            100.0%
Risk-free interest rate                         6.22%
Expected option lives, in years                    5

<PAGE>

                       LOGIMETRICS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

LogiMetrics, Inc. 1997 Stock Compensation Program

In May 1997, the Company adopted the LogiMetrics,  Inc. 1997 Stock  Compensation
Program (the "Stock  Compensation  Program")  which  authorizes  the granting of
incentive stock options, non-qualified supplementary options, stock appreciation
rights,  performance  shares and stock bonus awards to employees and consultants
of the Company  (the  "Employee  Plans").  The Stock  Compensation  Program also
authorizes  automatic option grants to directors who are not otherwise  employed
by the Company (the "Independent Director Plan"). A total of 4,000,000 shares of
Common Stock are reserved for issuance in connection with the Stock Compensation
Program,  of which up to 3,850,000 shares may be issued under the Employee Plans
and up to 150,000 shares may be issued under the Independent Director Plan.

In the  event  that an  option or award  granted  under  the Stock  Compensation
Program expires,  is terminated or forfeited or certain  performance  objectives
with respect  thereto are not met prior to exercise or vesting,  then the number
of shares of Common Stock covered  thereby will again become  eligible for grant
under the Stock Compensation  Program. The Company will receive no consideration
for grants of options or awards under the Stock Compensation Program.

A summary of the status of the Stock  Compensation  Program at June 30,  1997 is
presented below:

                                                                    Weighted
                                                       Weighted     Average
                                        Shares         Average      Remaining
                                        Underlying     Exercise     Contractual
                                        Options        Price        Life

Outstanding at beginning of year           -              -             -
Granted                                2,798,800          .55         10 Years
Exercised                                  -              -
Forfeited                                  -              -
                                      -----------

Outstanding at end of year             2,798,800      $   .55
                                       =========       ======

Exercisable at end of year             1,442,935      $   .55         10 Years
                                       ==========     ========



<PAGE>



                       LOGIMETRICS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other Stock Option Grants

In May 1996, the Board of Directors  granted  non-qualified  stock options to an
officer of the Company to purchase 250,000 shares of Common Stock at an exercise
price of $.50 per share, exercisable at any time on or prior to March 7, 2003.

In March 1996, the Board of Directors granted  non-qualified  stock options to a
former officer to purchase  1,000,000  shares of Common Stock at exercise prices
ranging from $.40 per share to $3.40 per share.  Subsequently,  on September 14,
1996, in connection  with a settlement  agreement with the former  officer,  the
grant was  reduced  to a total of  225,000  shares  of Common  Stock at $.40 per
share.

The options are exercisable in accordance with the following vesting schedule:

         Date Vested                     Exercise Price         Number of Shares
         -----------                     --------------         ----------------
         March 7, 1996                        $.40                  125,000
         September 14, 1996                   $.40                  100,000
                                                                    -------
         Total                                                      225,000
                                                                    =======

In May 1994, the Board of Directors granted  non-qualified  stock options to two
officers  to each  purchase  300,000  shares of Common  Stock at the fair market
value of $.10 per share.  These options were  exercisable in whole or in part at
any time until  December  31, 1998.  During the year ended June 30,  1995,  each
officer  exercised  options for 100,000 shares of Common Stock.  During the year
ended June 30, 1996, each officer agreed to terminate options for 100,000 shares
of Common  Stock.  At June 30, 1997,  the balance of these  exercisable  options
equaled 100,000 shares of Common Stock for each of the two former officers.

c.  Warrants

As of June 30, 1997, the Company had outstanding several series of warrants.

The Series A Warrants were issued in July 1995 in  connection  with the issuance
of the  Subordinated  Debentures and as of June 30, 1997 were exercisable for an
aggregate  of 600,000  shares of Common  Stock at an exercise  price of $.25 per
share  (subject to adjustment in certain  circumstances).  The Series A Warrants
expire on July 15, 2002.

The Series B Warrants were issued in July 1995 in  connection  with the issuance
of the  Subordinated  Debentures and as of June 30, 1997 were exercisable for an
aggregate of 1,500,000  shares of Common Stock at an exercise  price of $.25 per
share  (subject to adjustment in certain  circumstances).  The Series B Warrants
expire on July 15, 2002.

The Series C Warrants were issued in March 1996 in connection  with the issuance
of the  Senior  Debentures  and as of June  30,  1997  were  exercisable  for an
aggregate of 2,542,380  shares of Common Stock at an exercise  price of $.01 per
share  (subject to adjustment in certain  circumstances).  The Series C Warrants
expire on March 7, 2003.

The Series D Warrants were issued in March 1996 in connection  with the issuance
of the Preferred Stock and as of June 30, 1997 were exercisable for an aggregate
of  2,547,180  shares of  Common  Stock at an  exercise  price of $.01 per share
(subject to adjustment in certain  circumstances).  The Series D Warrants expire
on March 7, 2003.

The Common Stock  Purchase  Warrants,  Series E (the  "Series E Warrants")  were
issued in March 1996 in  connection  with a consulting  agreement and as of June
30, 1997 were  exercisable for an aggregate of 1,000,000  shares of Common Stock
at an  exercise  price of $.40 per  share  (subject  to  adjustment  in  certain
circumstances). The Series E Warrants expire on March 7, 2003.

The Common Stock  Purchase  Warrants,  Series F (the  "Series F Warrants")  were
issued in May 1996 to certain  directors,  officers and other related parties as
compensation for services performed and as of June 30, 1997 were exercisable for
an aggregate of 667,040  shares of Common Stock at an exercise price of $.50 per
share  (subject to adjustment in certain  circumstances).  The Series F Warrants
expire on March 7, 2003.

The Series A Warrants,  Series B Warrants, Series C Warrants, Series D Warrants,
Series E Warrants and Series F Warrants are referred to herein  collectively  as
the "Warrants".  Pursuant to the terms of the Warrants,  the Company is required
to effect the  registration  for resale of,  among other  things,  the shares of
Common Stock issuable upon the exercise of the Warrants. The Company has not yet
effected such registration.

<PAGE>

                       LOGIMETRICS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

d.  Stock Subscriptions Receivable

As of June 30,  1997,  two  former  officers  of the  Company  owed the  Company
$106,350 and $56,600 for Common Stock purchased from the Company.  By agreement,
such  amounts  are  payable at the rate of $.25 per  common  share as shares are
sold. During the year ended June 30, 1997, $1,250 was paid to the Company by one
of the former officers.

e.  Registration Rights

Under the terms of the Class B Debentures,  the Preferred  Stock,  the Warrants,
and the options granted to an officer of the Company,  the Company was obligated
to effect  the  respective  holders'  registration  rights  within 90 days after
issuance. The Company has not yet complied with these obligations.

11.  Loss Per Share

Loss per common  share was  computed  by dividing  the net loss by the  weighted
average  number of shares of Common Stock  outstanding  during each of the years
presented.  The loss per share calculations for 1997 and 1996 do not give effect
to common stock equivalents because they would have an antidilutive effect.

12.  Commitments

a.   Lease Agreements

The Company is obligated  under several  non-cancelable  leases for office space
and equipment  rentals.  Annual  minimum  lease  payments  under  non-cancelable
operating leases as of June 30, 1997 were as follows:

         Fiscal year ending June 30, 1998           $  285,827
         Fiscal year ending June 30, 1999              284,625
         Fiscal year ending June 30, 2000              230,523
         thereafter                                     13,320

b.   Employment Agreements

In  connection  with the merger with mmTech in April 1997,  the Company  entered
into five-year  employment  agreements  with two officers of the Company,  which
provide for base compensation  totaling $350,000,  subject to periodic increases
at the  discretion of the  Company's  Board of Directors.  The  agreements  also
provide for certain life insurance and severance benefits.

13.  Major Customers

One customer accounted for 54% and 41% of revenues, for the years ended June 30,
1997 and 1996, respectively.

Sales to foreign  customers by  geographic  location,  as a percentage  of total
revenues, were as follows:

                    Years ended June 30,               1997               1996
                    ---------------------------        ----               ----
                    Asia                                16%                34%
                    Canada                              11                  2
                    Europe                               9                  5
                                                       ----               ---
                                                        36%                41%
                                                       ====               ====

<PAGE>

                       LOGIMETRICS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14.      Pension Plan

The  Company had two  separate  defined  contribution  plans  covering  eligible
full-time employees as of June 30, 1997. Participation in each plan is voluntary
and  participants  may  contribute up to 15% of their  compensation,  subject to
federal  limitations.   The  Company,  at  its  discretion,  can  make  matching
contributions  to the  LogiMetrics,  Inc.  Employees  401(k)  Savings  Plan (the
"LogiMetrics Plan"). For the years ended June 30, 1997 and 1996, the Company has
made no matching  contribution to the LogiMetrics Plan. The mmTech,  Inc. 401(k)
Plan and  Trust  (the  "mmTech  Plan")  provides  for a  Company  match of 5% of
participant  contributions,  plus a discretionary amount based on profitability.
Discretionary  Company  contributions  are vested  ratably over a 6-year period.
Company  contributions for the year ended June 30, 1997 totaled $2,823 under the
mmTech Plan. The Company made no discretionary  contributions to the mmTech Plan
in the fiscal year ended June 30, 1997.

15.      Certain Relationships and Related Party Transactions

In July 1995,  the Company  sold to SFM Series B Warrants to purchase  1,500,000
shares of Common Stock, at a price of $.02 per share,  with an exercise price of
$0.25 per share, in connection with obtaining financing for the Company.  Alfred
Mendelsohn  and Lawrence I.  Schneider,  former  directors of the Company,  were
principals  in SFM.  Mark B.  Fisher,  a  director  of the  Company,  was also a
principal in SFM.

In December  1995,  the Company  entered  into a consulting  agreement  with two
companies,  SFM and Phipps, Teman & Company, L.L.C. ("PTCO"), for services to be
rendered in obtaining  additional  financing for the Company.  SFM and PTCO were
granted  Series E  Warrants  to  purchase  a total of  1,000,000  shares  of the
Company's  Common  Stock at $.50 per share any time prior to March 7, 2003.  SFM
and PTCO also were subsequently paid fees of $87,500 and $216,377, respectively,
when the financing was provided in March 1996.  Norman M. Phipps,  a director of
the Company,  and Wade Teman, a former officer of the Company, are principals in
PTCO.

In May 1996,  a former  director  of the  Company,  Lawrence I.  Schneider,  was
elected   Chairman  of  the  Executive   Committee  for  a  five-year  term.  As
compensation,  he was paid $100,000,  in June 1996. Mr. Schneider  resigned as a
director in November 1996.

During  the  fiscal  year  ended  June  30,  1996,  the  Company  paid  Orbitrex
International, Inc. ("Orbitrex"), whose President is Alfred Mendelsohn, a former
director of the Company,  $71,000 for business  development services provided to
the Company.  Additionally, the Company granted Mr. Mendelsohn Series F Warrants
to purchase 100,000 shares of Common Stock at $.50 per share.

In June 1997,  the Company  entered into a consulting  agreement  with Orbitrex.
Under the consulting  agreement,  Orbitrex agreed to provide certain services in
connection with product development and international  marketing  opportunities.
Under the  consulting  agreement,  Orbitrex  is  entitled  to  receive  payments
aggregating  $60,000,  payable in monthly  installments on or prior to April 30,
1998. In the consulting agreement,  Orbitrex agreed to certain  confidentiality,
non-competition and intellectual property covenants.

In July 1997,  Mr.  Phipps  purchased  850,000  shares of Common  Stock from the
Company for  $467,500,  or $0.55 per share.  In  connection  with the  purchase,
$8,500 was paid in cash from the proceeds of a one-time bonus paid to Mr. Phipps
and the remainder was paid in the form of a non-recourse secured promissory note
(the  "Phipps  Note").  The  Phipps  Note does not bear  interest,  has no fixed
maturity  date,  and is  secured  by a pledge  of the  shares  of  Common  Stock
purchased by Mr. Phipps. The Phipps Note will automatically be forgiven upon the
occurrence of a "Change in Control  Event" (as defined in the Phipps Note).  The
Phipps Note will become due and payable upon the  occurrence of certain  events,
including  a sale or other  disposition  by Mr.  Phipps of the  shares of Common
Stock or the termination of Mr. Phipps' employment as a result of a "Termination
for  Cause"  (as  defined  in  the  Phipps  Note).  If  Mr.  Phipps'  employment
terminates,  other  than as a result of a  Termination  for Cause or a  "Without
Cause  Termination" (as defined in the Phipps Note), the Phipps Note will become
payable in 60  monthly  installments.  The  Company  has agreed to make  certain
payments to Mr.  Phipps in respect of certain  federal  income tax  consequences
which may result from the terms of the Phipps Note.

Prior to its acquisition by the Company,  Mr. Brand, the Company's  Chairman and
Chief Executive Officer, lent certain amounts to mmTech on an as-needed basis to
fund a portion of mmTech's  working  capital  requirements.  The maximum  amount
advanced  by Mr.  Brand  was  $649,150,  and  $623,086  in  such  advances  were
outstanding at June 30, 1997. Pursuant to an agreement between Mr. Brand and the
Company,  the Company has agreed to pay interest on the unpaid  advances  (which
previously  had been  interest-free)  at a rate of seven percent per annum.  The
Company also agreed that,  subject to its cash flow  requirements,  it would use
its best efforts to repay up to $300,000 of such advances on or before September
30, 1997 and that the remaining advances
<PAGE>
                       LOGIMETRICS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

would be repaid at a rate of $50,000 per month,  commencing  in October 1997. As
of December 12, 1997,  the Company has paid Mr. Brand  $200,000  pursuant to the
arrangements described above.

Mr.  Brand  owns  40%  of the  outstanding  common  stock  of  Advanced  Control
Components,  Inc.  ("ACC").  ACC currently sublets space from the Company at its
Eatontown,  New  Jersey  facility  and pays to mmTech  $33,312  in annual  rent.
Employees  from mmTech  perform  services for ACC and employees from ACC perform
services for mmTech from time to time. The company  utilizing such services pays
to the company  providing  such  services an amount  equal to two times the base
hourly salary of the employees  providing  such services for the number of hours
involved.  Pursuant  to such  arrangements,  ACC paid to mmTech  net  amounts of
$230,686  during the fiscal  year ended June 30,  1997 and  $154,850  during the
fiscal year ended June 30, 1996.

Certain holders of the Company's securities,  including directors,  officers and
beneficial  owners of more than 5% of the Common  Stock are  entitled to certain
registration rights with respect to securities of the Company held by them.
      
16.      Subsequent Events

In July 1997 the  Company  entered  into a  Purchase  Agreement  (the  "Purchase
Agreement")  with  a  group  of  institutional   investors  (the  "Purchasers"),
including  certain  entities  affiliated with Mark B. Fisher,  a director of the
Company. Pursuant to the terms of the Purchase Agreement, the Company issued and
sold to the Purchasers $2,750,000 in aggregate principal amount of the Company's
Class A 13% Convertible Senior Subordinated  Pay-in-Kind Debentures due July 29,
1999 (the "Class A Debentures"),  Common Stock Purchase Warrants - Series G (the
"Series G Warrants")  to purchase an  aggregate  of  7,350,000  shares of Common
Stock at an exercise price of $0.50 per share,  Common Stock Purchase Warrants -
Series H (the "Series H Warrants") to purchase an aggregate of 1,100,000  shares
of  Common  Stock at an  exercise  price of $0.60 per  share  and  Common  Stock
Purchase  Warrants - Series I (the "Series I Warrants") to purchase an aggregate
of 550,000 shares of Common Stock at an exercise price of $1.125 per share,  for
a total  purchase  price of  $3,352,500.  Pursuant to the terms of the  Purchase
Agreement, the Purchasers have the right, at any time prior to July 28, 1998, to
purchase an  additional  $833,333 in aggregate  principal  amount of the Class A
Debentures,  Series G Warrants to purchase an aggregate  of 2,000,000  shares of
Common  Stock,  Series H Warrants to purchase an aggregate of 333,333  shares of
Common Stock and Series I Warrants to purchase an aggregate of 166,667 shares of
Common Stock for a total purchase price of $1,000,000 (the "Purchase Option").

In connection with the transactions  contemplated by the Purchase Agreement, the
Purchasers,  the  Company  and  Charles S.  Brand  entered  into a  Stockholders
Agreement (the "Stockholders  Agreement") pursuant to which, among other things,
Mr.  Brand agreed to certain  restrictions  on his ability to sell his shares of
Common Stock. Pursuant to the terms of the Stockholders  Agreement,  the size of
the  Board of  Directors  was  increased  to seven  members  and the  Purchasers
received the right to appoint  three  directors.  In the event that the Purchase
Option is exercised in full, the number of directors will be increased to eight,
and the Purchasers will have the right to appoint an additional director. At any
time that the  Purchasers  are entitled to appoint at least four  directors,  at
either the request of Mr. Brand or the Purchasers, the size of the Board will be
further increased by one and Mr. Brand and the Purchasers will have the right to
mutually select an independent director to fill the resulting vacancy.  Further,
in the event that Cerberus (or any subsequent  holder of the Class B Debentures)
exercises its right under the Unit  Purchase  Agreement to designate a member of
the Board of  Directors,  the number of directors  will be increased by two, the
holder of the Class B Debentures will have the right to appoint one director and
Mr.  Brand  and the  Purchasers  will have the right to  appoint  an  additional
independent director.

Pursuant to the terms of the  Stockholders  Agreement,  Mr. Brand has  appointed
himself,  Dr.  Brand,  Mr.  Carreras  and Mr.  Phipps  and the  Purchasers  have
appointed Messrs.  Fisher,  Garcia and Thompson as directors of the Company.  To
facilitate the recomposition of the Board of Directors,  Mr. Mendelsohn resigned
as a director of the  Company  effective  upon the  closing of the  transactions
contemplated by the Purchase Agreement.

Under the terms of the Stockholders  Agreement,  the parties agreed to cause (i)
the  Executive  Committee  of the  Board of  Directors  to be  comprised  of two
directors designated by Mr. Brand and one director designated by the Purchasers,
(ii) the  Audit  Committee  of the Board of  Directors  to be  comprised  of two
directors   designated  by  Mr.  Brand  and  two  directors  designated  by  the
Purchasers, and (iii) the Compensation Committee of the Board of Directors to be
comprised of two directors  designated by Mr. Brand and two directors designated
by the  Purchasers.  In the event that the Purchase Option is exercised in full,
the  Purchasers  will have the right to designate a second  director to serve on
the Executive Committee of the Board of Directors.

Pursuant to the terms of the Stockholders  Agreement, an ad hoc committee of the
Board of  Directors  is to be formed to search for a permanent  successor to Mr.
Brand as the Company's Chief Executive Officer.  Mr. Brand has the right, in his
sole discretion, to approve any such

<PAGE>


                       LOGIMETRICS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

successor.  Under the terms of the Stockholders  Agreement,  the successor Chief
Executive Officer will be treated as a director designated by Mr. Brand and will
be  entitled  to serve as a member of the  Executive  Committee  of the Board of
Directors (which will be further increased in size to permit such  appointment).
As of December 12, 1997, the ad hoc committee had not yet been formed.

Under the terms of the Stockholders Agreement,  the holders of a majority of the
shares of Common  Stock  beneficially  owned by the  Purchasers  have the right,
subject to certain  limitations,  to cause the  Company to enter into a "Company
Sale".  A Company Sale is defined to include (i) a sale of all or  substantially
all of the assets of the  Company  (other  than to certain  affiliates),  (ii) a
merger, consolidation,  share exchange or other similar transaction in which the
holders of the Company's  voting stock receive less than 50% of the voting power
of the  surviving  entity,  (iii) a sale,  disposition  or issuance of shares of
voting  stock of the Company in which a person or entity  (other than a party to
the Stockholder  Agreement or its affiliates)  acquires 50% or more of the total
voting power of the  Company,  and (iv) the  formation of certain  partnerships,
joint ventures and other strategic  alliances  involving the sale or transfer of
all or substantially all of the assets of the Company to a third party.

The  Stockholders  Agreement  terminates  upon the  earliest to occur of (i) the
written  consent  of the  holders of a  majority  of the shares of Common  Stock
beneficially owned by the Purchasers and the holders of a majority of the shares
of Common Stock then  beneficially  owned by Mr. Brand and certain  transferees,
(ii) Mr. Brand and certain  transferees,  as a group,  or the  Purchasers,  as a
group, becoming the beneficial owners of less than 10% of the outstanding Common
Stock (determined on a fully-diluted basis), or (iii) upon the consummation of a
Company Sale in accordance with the terms of the Stockholders Agreement.

MBF Capital  Corporation  ("MBF"),  an entity  controlled  by Mark B. Fisher,  a
director of the Company,  paid $35,000 of the  purchase  price  payable by it in
connection  with its July  1997  purchase  of the Class A  Debentures,  Series G
Warrants, Series H Warrants, and Series I Warrants in the form of a non-recourse
secured  promissory note (the "MBF Note"). The MBF Note matures on July 29, 2000
and bears interest (compounded  annually) at a rate of 6.07% per annum, which is
payable  at  maturity.  The MBF  Note is  secured  by a pledge  of the  Series G
Warrants  purchased by MBF. The MBF Note will become immediately due and payable
upon the occurrence of certain events,  including a sale or other disposition by
MBF of the Series G Warrants  purchased by it or the  consummation  of a Company
Sale (as defined in the Stockholders Agreement).

On December 31,  1997,  the Company sold  without  recourse  approximately  $2.6
million of notes receivable for approximately $2.4 million cash.



<PAGE>


Item 8.  Changes in and Disagreements on Accounting and Financial Disclosures

None

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act by the Company

(a)  The following table sets forth certain information  regarding the Company=s
     executive officers and directors as of December 12, 1997.
<TABLE>
<CAPTION>

Name                                Age               Position

<S>              <C>                <C>               <C>                                                 
Charles S. Brand (1)                58                Chairman of the Board and Chief Executive Officer
Norman M. Phipps (1)                37                President, Chief Operating Officer
                                                      and Director
Russell J. Reardon                  47                Senior Vice President-Finance and
                                                      Administration, Treasurer and Secretary
Frank A. Brand (2)(3)               73                Director
Jean-Francois Carreras (2)(3)       47                Director
Mark B. Fisher                      38                Director
Francisco A. Garcia (2)(3)          46                Director
Kenneth C. Thompson (1)(2)(3)       50                Director

(1)      Member of Executive Committee.
(2)      Member of Audit Committee.
(3)      Member of Compensation Committee.

</TABLE>

Charles S. Brand.  Mr.  Brand has served as the  Chairman of the Board and Chief
Executive  Officer of the Company since April 1997.  Since  February  1994,  Mr.
Brand has been the  President  of mmTech,  which was  acquired by the Company in
April 1997. Prior to founding mmTech, Mr. Brand was the founder and President of
Trontech,  Inc., a manufacturer  of wireless  equipment for the cellular and PCS
markets.  Mr.  Brand has been  involved in the  development  of LMDS systems and
architecture for over ten years. Mr. Brand is the nephew of Dr. Frank A. Brand.

Norman M. Phipps.  Mr. Phipps has served as the  President  and Chief  Operating
Officer of the  Company  since  April  1997.  From May 1996 to April  1997,  Mr.
Phipps,  served as Chairman of the Board and Acting  President.  Mr.  Phipps has
served as a principal  of Phipps,  Teman & Company  L.L.C.  (APTCO@),  a private
investment  firm,  since August 1993. From January 1991 to July 1993, Mr. Phipps
was Managing General Partner of CP Capital Partners,  a private investment firm.
Mr. Phipps is a director of Avery Communications, Inc.

Russell J. Reardon. Mr. Reardon has served as the Senior Vice  President-Finance
and  Administration  of the Company since April 1996 and as Secretary  since May
1996.  From October 1995 to April 1996, he served as Executive Vice President of
On Hold  Productions,  Inc., a telephone  services  and  production  firm.  From
February 1991 to October 1995, he served as Chief Financial Officer of Faulding,
Inc., a generic pharmaceutical company.

Dr.  Frank A. Brand.  Dr.  Brand has been a director in the Company  since April
1997. Since 1991, Dr. Brand has been a private investor and consultant. Prior to
his retirement in 1991, Dr. Brand held several senior management  positions with
M/A-COM, Inc., a major manufacturer of telecommunications  products and systems,
including Chief  Technical  Officer,  Chief  Operating  Officer and Acting Chief
Executive Officer. Dr. Brand is a Life-Fellow of the Institute of Electrical and
Electronic  Engineers,  a Fellow of  Polytechnic  University and a member of the
Engineering Dean=s Council at UCLA.

Jean-Francois  Carreras.  Mr.  Carreras has been a director of the Company since
April 1997. Since October 1994, Mr. Carreras has been a partner in the Paris law
firm of Sokolow, Dunaud, Mercadier and Carreras. From October 1994 to July 1995,
Mr. Carreras was also a partner in the law firm of Arent, Fox, Kintner,  Plotkin
& Kahn. Prior thereto, until October 1994, Mr. Carreras was a partner in the law
firm of Coudert Brothers. Mr. Carreras is a French citizen.

Mark B. Fisher.  Mr.  Fisher is the President of MBF Capital  Corporation,  Inc.
("MBF"),  a firm that invests in and advises  technology driven companies.  From
1990 to 1996, Mr. Fisher served as a principal of Alex. Brown & Sons,  Inc.(now,
BT Alex. Brown).

Francisco A. Garcia.  Mr.  Garcia has been a director of the Company  since July
1997. From 1987 to December 1997, Mr. Garcia has served as Chairman of the Board
of Neptune Management  Company,  Inc., a manager of funds and accounts investing
in distressed securities,  obligations and consumer receivables. Since 1991, Mr.
Garcia  has also  served as  President  of  Nethuns,  Inc.,  a firm  engaged  in
financial advisory,  consumer finance and investment activities. Mr. Garcia is a
Spanish citizen.

<PAGE>

Kenneth C. Thompson.  Mr. Thompson has been a director of the Company since July
1997. Since April 1997, Mr. Thompson has been a private investor and consultant.
Prior to April 1997, Mr. Thompson held several senior management  positions with
Glenayre   Electronics,   Inc.,  including  President  of  the  Voice  and  Data
Technologies Group and Executive Vice President - Sales and Marketing.  Glenayre
is a  manufacturer  of  infrastructure  equipment  for the paging  and  cellular
industry.

Each director serves until the next annual meeting of stockholders and until his
successor is duly elected and qualified.

The Company currently does not regularly  compensate directors for their service
to the Company.  However,  directors are reimbursed for  out-of-pocket  expenses
incurred in their capacity as directors of the Company.

Dr.  Brand,  Mr.  Fisher and Mr.  Thompson  provide  consulting  services to the
Company and receive or will receive  certain fees and/or options to purchase the
Company's Common Stock in connection therewith.  See "Employment  Agreements and
Compensation Arrangements."

Pursuant to the terms of the Stock Compensation  Program,  each director who has
not been a full-time  employee of the Company or any subsidiary for at least the
prior 12 months receives an option to purchase 5,000 shares of Common Stock each
year  on the  earlier  of (i)  the  date  of the  Company's  annual  meeting  of
stockholders,  or (ii) June 1. Options granted to such directors under the Stock
Compensation  Program  have an exercise  price equal to the fair market value of
the  underlying  shares of Common  Stock on the date of grant.  See "1997  Stock
Compensation Program."

Right to Designate Directors; Changes in Control

In  connection  with  the  March  1996  recapitalization  of  the  Company  (the
"Restructuring"),  the Company and Cerberus Partners,  L.P. ("Cerberus") entered
into a Unit  Purchase  Agreement,  dated  March  7,  1996  (the  "Unit  Purchase
Agreement"),  pursuant  to which the  Company  issued to  Cerberus 30 Units (the
"Units"),  each Unit consisting of $50,000 in aggregate  principal amount of the
Company's 12% Senior Subordinated  Convertible  Debentures due December 31, 1998
(subsequently  exchanged for the Class B Debentures) and a Common Stock Purchase
Warrant  Series C (the "Series C Warrants") to purchase  84,746 shares of Common
Stock. Pursuant to the terms of the Unit Purchase Agreement,  Cerberus currently
has the  right to  require  the  Company  to  increase  the size of the Board of
Directors by one person and to designate a person to fill the vacancy created by
such increase. Cerberus has not exercised its right to designate a director.

To assist the Company in effecting the Restructuring,  the Company retained PTCO
and SFM Group,  Ltd.  ("SFM")  pursuant to the terms of a consulting  agreement,
dated December 20, 1995 (the "Consulting  Agreement").  Pursuant to the terms of
the Consulting  Agreement,  among other things,  Murray H. Feigenbaum,  a former
President of the Company,  and Jerome Deutsch, a former Executive Vice President
of the Company,  granted  irrevocable proxies to PTCO and SFM to vote the shares
of Common  Stock owned by them at that time on certain  matters,  including  the
election of directors (the "Voting  Rights").  Under the terms of the Consulting
Agreement,  PTCO had the right to elect three directors and SFM had the right to
elect two  directors.  Accordingly,  since Mr.  Feigenbaum and Mr. Deutsch owned
more than 50% of the Common Stock then outstanding,  PTCO and SFM were deemed to
have  acquired  control  of the  Company at that time.  In  connection  with the
acquisition of mmTech,  PTCO and SFM  irrevocably  waived their rights under the
Consulting Agreement to appoint directors and to exercise the Voting Rights. SFM
is no longer in existence and its principals,  which included Alfred  Mendelsohn
and Lawrence I. Schneider,  former directors of the Company, and Mark B. Fisher,
a director of the Company,  have  succeeded  to its rights under the  Consulting
Agreement and the proxy arrangements referenced above.

Pursuant to the terms of the  Agreement and Plan of Merger,  dated  December 18,
1996, as amended (the "Merger Agreement"),  among the Company,  mmTech, a wholly
owned subsidiary of the Company ("Merger Sub"), and Charles S. Brand, Merger Sub
merged with and into  mmTech (the  "Merger")  and mmTech  became a wholly  owned
subsidiary of the Company.  Pursuant to the Merger,  each  outstanding  share of
mmTech common stock was converted into 192,478 shares of Common Stock, resulting
in the issuance of a total of  19,247,800  shares of Common Stock to Mr.  Brand.
Upon  consummation  of the  Merger,  Mr.  Brand  became the  Chairman  and Chief
Executive Officer of the Company and its largest stockholder.  Accordingly, upon
consummation of the Merger,  Mr. Brand acquired control of the Company.  At that
time,  Norman M. Phipps,  previously  the  Chairman and Acting  President of the
Company,  became the  President  and Chief  Operating  Officer  of the  Company.
Following the Merger,  the Company's  Board of Directors  was  reconstituted  to
consist  of Mr.  Brand,  Dr.  Frank A.  Brand,  Jean-Francois  Carreras,  Alfred
Mendelsohn and Mr. Phipps.

In July 1997 the  Company  entered  into a  Purchase  Agreement  (the  "Purchase
Agreement")  with  a  group  of  institutional   investors  (the  "Purchasers"),
including  certain  entities  affiliated with Mark B. Fisher,  a director of the
Company. Pursuant to the terms of the Purchase Agreement, the Company issued and
sold to the Purchasers $2,750,000 in aggregate principal amount of the Company's
Class A 13% Convertible Senior Subordinated  Pay-in-Kind Debentures due July 29,
1999 

<PAGE>

(the  "Class A  Debentures"),  Common  Stock  Purchase  Warrants - Series G (the
"Series G Warrants")  to purchase an  aggregate  of  7,350,000  shares of Common
Stock at an exercise price of $0.50 per share,  Common Stock Purchase Warrants -
Series H (the "Series H Warrants") to purchase an aggregate of 1,100,000  shares
of  Common  Stock at an  exercise  price of $0.60 per  share  and  Common  Stock
Purchase  Warrants - Series I (the "Series I Warrants") to purchase an aggregate
of 550,000 shares of Common Stock at an exercise price of $1.125 per share,  for
a total  purchase  price of  $3,352,500.  Pursuant to the terms of the  Purchase
Agreement, the Purchasers have the right, at any time prior to July 28, 1998, to
purchase an  additional  $833,333 in aggregate  principal  amount of the Class A
Debentures,  Series G Warrants to purchase an aggregate  of 2,000,000  shares of
Common  Stock,  Series H Warrants to purchase an aggregate of 333,333  shares of
Common Stock and Series I Warrants to purchase an aggregate of 166,667 shares of
Common Stock for a total purchase price of $1,000,000 (the "Purchase Option").

In connection with the transactions  contemplated by the Purchase Agreement, the
Purchasers,  the  Company  and  Charles S.  Brand  entered  into a  Stockholders
Agreement (the "Stockholders  Agreement") pursuant to which, among other things,
Mr.  Brand agreed to certain  restrictions  on his ability to sell his shares of
Common Stock. Pursuant to the terms of the Stockholders  Agreement,  the size of
the  Board of  Directors  was  increased  to seven  members  and the  Purchasers
received the right to appoint  three  directors.  In the event that the Purchase
Option is exercised in full, the number of directors will be increased to eight,
and the Purchasers will have the right to appoint an additional director. At any
time that the  Purchasers  are entitled to appoint at least four  directors,  at
either the request of Mr. Brand or the Purchasers, the size of the Board will be
further increased by one and Mr. Brand and the Purchasers will have the right to
mutually select an independent director to fill the resulting vacancy.  Further,
in the event that Cerberus (or any subsequent  holder of the Class B Debentures)
exercises its right under the Unit  Purchase  Agreement to designate a member of
the Board of  Directors,  the number of directors  will be increased by two, the
holder of the Class B Debentures will have the right to appoint one director and
Mr.  Brand  and the  Purchasers  will have the right to  appoint  an  additional
independent director.

Pursuant to the terms of the  Stockholders  Agreement,  Mr. Brand has  appointed
himself,  Dr.  Brand,  Mr.  Carreras  and Mr.  Phipps  and the  Purchasers  have
appointed Messrs.  Fisher,  Garcia and Thompson as directors of the Company.  To
facilitate the recomposition of the Board of Directors,  Mr. Mendelsohn resigned
as a director of the  Company  effective  upon the  closing of the  transactions
contemplated by the Purchase Agreement.

Under the terms of the Stockholders  Agreement,  the parties agreed to cause (i)
the  Executive  Committee  of the  Board of  Directors  to be  comprised  of two
directors designated by Mr. Brand and one director designated by the Purchasers,
(ii) the  Audit  Committee  of the Board of  Directors  to be  comprised  of two
directors   designated  by  Mr.  Brand  and  two  directors  designated  by  the
Purchasers, and (iii) the Compensation Committee of the Board of Directors to be
comprised of two directors  designated by Mr. Brand and two directors designated
by the  Purchasers.  In the event that the Purchase Option is exercised in full,
the  Purchasers  will have the right to designate a second  director to serve on
the  Executive  Committee of the Board of  Directors.  All  directors  have been
designated  by either Mr.  Brand or the  Purchasers  to serve on the  respective
Board  committees  set forth in the table in Part III.  Pursuant to the terms of
the Stockholders  Agreement, an ad hoc committee of the Board of Directors is to
be formed to search for a  permanent  successor  to Mr.  Brand as the  Company's
Chief Executive  Officer.  Mr. Brand has the right, in his sole  discretion,  to
approve any such successor.  Under the terms of the Stockholders Agreement,  the
successor  Chief Executive  Officer will be treated as a director  designated by
Mr. Brand and will be entitled to serve as a member of the  Executive  Committee
of the Board of  Directors  (which will be further  increased  in size to permit
such  appointment).  As of December 12, 1997,  the ad hoc  committee had not yet
been formed.

Under the terms of the Stockholders Agreement,  the holders of a majority of the
shares of Common  Stock  beneficially  owned by the  Purchasers  have the right,
subject to certain  limitations,  to cause the  Company to enter into a "Company
Sale".  A Company Sale is defined to include (i) a sale of all or  substantially
all of the assets of the  Company  (other  than to certain  affiliates),  (ii) a
merger, consolidation,  share exchange or other similar transaction in which the
holders of the Company's  voting stock receive less than 50% of the voting power
of the  surviving  entity,  (iii) a sale,  disposition  or issuance of shares of
voting  stock of the Company in which a person or entity  (other than a party to
the Stockholder  Agreement or its affiliates)  acquires 50% or more of the total
voting power of the  Company,  and (iv) the  formation of certain  partnerships,
joint ventures and other strategic  alliances  involving the sale or transfer of
all or substantially all of the assets of the Company to a third party.

The  Stockholders  Agreement  terminates  upon the  earliest to occur of (i) the
written  consent  of the  holders of a  majority  of the shares of Common  Stock
beneficially owned by the Purchasers and the holders of a majority of the shares
of Common Stock then  beneficially  owned by Mr. Brand and certain  transferees,
(ii) Mr. Brand and certain  transferees,  as a group,  or the  Purchasers,  as a
group, becoming the beneficial owners of less than 10% of the outstanding Common
Stock (determined on a fully-diluted basis), or (iii) upon the consummation of a
Company Sale in accordance with the terms of the Stockholders Agreement.

<PAGE>

Compensation Committee Interlocks and Insider Participation

The  Company's  Compensation  Committee is currently  comprised of Dr. Brand and
Messrs.  Carreras,  Garcia and  Thompson.  During the fiscal year ended June 30,
1997,  Mr.  Mendelsohn  was also a member  of the  Compensation  Committee.  Mr.
Mendelsohn has entered into a consulting agreement with the Company.

The Company has entered into a consulting  agreement  with Dr. Brand pursuant to
which Dr. Brand  provides  strategic,  technological  and other  services to the
Company for up to 90 days in any calendar year. Under the consulting  agreement,
which  expires  April 30,  1999,  Dr.  Brand is  entitled to receive a quarterly
payment of 36,363 shares of Common Stock. In the consulting agreement, Dr. Brand
has agreed to certain confidentiality, non-competition and intellectual property
covenants.

The  Company  intends to enter into a  consulting  agreement  with Mr.  Thompson
pursuant to which Mr. Thompson will provide  strategic,  technological and other
services  to the  Company  for a period  of six  months.  Under  the  consulting
agreement,  Mr.  Thompson  will be  entitled  to receive a monthly  retainer  of
$12,000, reimbursement of certain office expenses and options to purchase 72,000
shares of Common  Stock,  a portion of which will be refundable in the event Mr.
Thompson  is  unable to  provide  services  to the  Company.  In the  consulting
agreement, Mr. Thompson will agree to certain  confidentiality,  non-competition
and intellectual property covenants.

No executive officer of the Company and no member of the Compensation  Committee
is a member of any other business entity that has an executive officer that sits
on the Company's Board or on the Compensation Committee.

Item 10. Executive Compensation

The following table sets forth certain  compensation paid to the Company's Chief
Executive  Officer and each other  executive  officer of the Company whose total
annual  salary  and bonus for the  fiscal  year  ended  June 30,  1997  exceeded
$100,000 (collectively, the "Named Executive Officers"):
<TABLE>
<CAPTION>

                                                       Summary Compensation Table

                                                           Annual Compensation                               
                                         ---------------------------------------------------------           Long-Term
                                                                                   Other                   Compensation
         Name and              Fiscal                                              Annual                  Awards/Option
    Principal Position          Year            Salary        Bonus             Compensation               (# of Shares)

<S>                          <C>             <C>               <C>              <C>                          <C>   
Charles S. Brand             1997            $150,000          $--                      *                     20,000
Chairman of the Board        1996             150,000          --                       *                       --
And Chief Executive Officer  1995             150,000          --                       *                       --

Norman M. Phipps (A)         1997            $153,395          --                       *                    825,000
President and Chief          1996                  --          --                      --                       --
Operating Officer            1995                  --          --                      --                       --

Russell J. Reardon(B)        1997            $100,000        $50,000                    *                    310,000
Senior Vice President--      1996              25,000          --                       *                    250,000
Finance and Administration   1995                  --          --                      --                       --

</TABLE>


___________________

     (A)      Includes  $130,325 in consulting fees paid to Mr. Phipps prior
              to his employment by the Company in April 1997.
     (B)      Employment commenced in April 1996.
      *        Less than 10% of salary plus bonus.


<PAGE>

Option Grants

The following  table  summarizes  certain  information  relating to the grant of
options to purchase Common Stock to each of the Named Executive  Officers during
the fiscal year ended June 30, 1997:

<TABLE>
<CAPTION>

                                     Option/SAR Grants in Last Fiscal Year(1)
                                   Number of            % of Total
                                  Securities           Options/SARs
                                  Underlying            Granted to           Exercise or
                                 Options/SARs          Employees in          Base Price            Expiration
           Name                   Granted (#)           Fiscal Year           ($/Share)               Date

<S>                               <C>                     <C>                 <C>                  <C> 
Charles S. Brand                    20,000                  .8%                 $.605               6/20/07

Norman M. Phipps                   825,000                33.8%                 $.550               6/20/07

Russell J. Reardon                 310,000                12.7%                 $.550               6/20/07

</TABLE>


(1)  The Company did not grant stock appreciation  rights during the fiscal year
     ended June 30, 1997.

Fiscal Year-End Option Values

The following table sets forth  information  with respect to the Named Executive
Officers concerning unexercised options held by such Named Executive Officers as
of June 30, 1997. No stock options were  exercised  during the fiscal year ended
June 30, 1997.

<TABLE>
<CAPTION>

                                                     Number of Securities
                                                  Underlying Unexercised Options                   Value of Unexercised
                                                          at Fiscal Year End                       In-The-Money Options at
                                                   (#) Exercisable/Unexercisable                  Fiscal Year End ($) (1)
                                                   -----------------------------                  -----------------------

<S>                                                            <C>                                       <C>  
Charles S. Brand                                                      -/20,000                                     $-/$-
Norman M. Phipps                                               543,334/281,666                                     $-/$-
Russell J. Reardon                                             350,000/210,000                                $12,500/$-

</TABLE>

     (1)  Based on an  estimated  market  value of $.55 per share for the Common
          Stock on June 30, 1997.

1997 Stock Compensation Program

In May 1997,  the  Company  adopted the Stock  Compensation  Program in order to
promote the interests of the Company, its direct and indirect present and future
subsidiaries  and its  stockholders  by  providing  eligible  persons  with  the
opportunity to acquire an ownership  interest,  or to increase  their  ownership
interest,  in the  Company  as an  incentive  to  remain in the  service  of the
Company.  The Stock  Compensation  Program  authorizes the granting of incentive
stock  options,   non-qualified  stock  options,   stock  appreciation   rights,
performance  shares and stock bonus awards to employees and  consultants  of the
Company and its  subsidiaries,  including those employees serving as officers or
directors of the Company (the "Employee Plans").  The Stock Compensation Program
also  authorizes  automatic  option  grants to directors  who are not  otherwise
employed by the Company (the  "Independent  Director Plan").  In connection with
the Stock  Compensation  Program,  4,000,000 shares of Common Stock are reserved
for issuance,  of which up to 3,850,000  shares may be issued under the Employee
Plans and up to 150,000  shares  may be issued  under the  Independent  Director
Plan.  The  Stock  Compensation  Program  is  administered  by the  Compensation
Committee of the Board of Directors ("the Administrator").

Options  and awards  granted  under the Stock  Compensation  Program may have an
exercise or payment price as established by the Compensation Committee, provided
that the exercise  price of incentive  stock options  granted under the Employee
Plans may not be less than the fair market value of the underlying shares on the
date of grant.  Options granted under the Independent Director Plan must have an
exercise  price equal to the fair market value of the  underlying  shares on the
date of grant.

Unless  otherwise  provided  at the date of  grant,  no option or award may vest
within  one year of the date of grant and no  option  or award may be  exercised
more than 10 years from the date of grant. Options granted under the Independent
Director  Plan  vest one year  following  the date of grant  and  expire  if not
exercised on or before the fifth anniversary thereof. Unless otherwise specified
by the  Compensation  Committee,  options and awards (other than pursuant to the
Independent Director Plan) vest in four equal installments on the first, second,
third and fourth  anniversaries  of the date of grant.  Vesting of any option or
award granted under the Stock Compensation Program may be accelerated in certain
circumstances,  including upon the occurrence of a "Change in Control Event" (as
defined in the Stock Compensation Program).

<PAGE>

Options  and  awards   granted   under  the  Stock   Compensation   Program  are
nontransferable,  except  by will or by the laws of  descent  and  distribution.
However, the Compensation  Committee may permit the recipient of a non-incentive
stock option  granted  under the Employee  Plans and options  granted  under the
Independent  Director  Plan to transfer the option to a family member or a trust
created for the benefit of family members. During the lifetime of a participant,
an option may be exercised only by the participant or a permitted transferee. In
the event that a participant's  employment or service  terminates as a result of
death, all vested awards will be paid to the participant's estate by the Company
and the participant's  estate or any permitted transferee will have the right to
exercise  vested  options for a period  ending on the earlier of the  expiration
dates of such options or one year from the date of death.  If the  participant's
employment or service terminates as a result of retirement or a "disability" (as
set forth in the Stock Compensation  Program), all vested awards will be paid to
the participant by the Company and the  participant or any permitted  transferee
will  have the  right to  exercise  vested  options  for a period  ending on the
earlier  of the  expiration  dates of such  options or one year from the date of
termination.  If the participant's  employment or service  terminates for cause,
all options  and awards  will  automatically  expire  upon  termination.  If the
participant's  employment or service terminates other than as a result of death,
disability,  retirement or termination for cause,  the participant will have the
right to collect  all  vested  awards  immediately  and the  participant  or any
permitted transferee will have the right to exercise vested options for a period
ending on the earlier of the  expiration  dates of such  options or awards or 30
days from the date of termination, subject to extension at the discretion of the
Administrator,  or three  months  from the  date of  termination  in the case of
options  granted  pursuant to the Independent  Director Plan. In all cases,  any
unvested  options or awards  will  terminate  as of the date of  termination  of
employment or service.

The Stock Compensation  Program will terminate on April 30, 2007, unless earlier
terminated by the Board of Directors.  No options or awards may be granted under
the Stock Compensation  Program after its termination;  however,  termination of
the Stock Compensation Program will not affect the status of any option or award
outstanding on the date of termination.

Employment Agreements and Compensation Arrangements

In connection  with the Merger,  Mr.  Charles Brand and Mr. Phipps  entered into
five-year employment  agreements with the Company.  Pursuant to such agreements,
Mr. Brand receives an annual base salary of $200,000 and Mr. Phipps  receives an
annual base salary of $150,000,  subject to periodic increases at the discretion
of the Board of Directors.  Mr. Brand and Mr. Phipps are entitled to participate
in all compensation and employee benefit plans, including such bonuses as may be
authorized by the Board of Directors  from time to time. The Company also agreed
to provide and maintain a $1,000,000  term-life insurance policy for the benefit
of  each of Mr.  Brand  and Mr.  Phipps.  In the  event  of the  termination  of
employment  by the Company  (other than upon death,  permanent  disability  or a
"termination for cause"),  each of Mr. Brand and Mr. Phipps would be entitled to
receive his  then-current  base salary for a period  equal to the greater of (i)
the  remainder of the term of his  employment  agreement,  or (ii) twelve months
from the effective date of termination.

In July 1997,  the Company  entered  into a  consulting  agreement  with MBF, an
entity which is controlled by Mr. Fisher,  pursuant to which MBF agreed to cause
Mr. Fisher to provide certain financial  consulting  services to the Company for
up to 25% of Mr. Fisher's business time. Under the consulting agreement,  MBF is
entitled to receive a monthly payment of $5,000. The consulting  agreement has a
term of 18 months.

In addition,  the Company has entered into a consulting agreement with Dr. Brand
and  intends  to  enter  into a  consulting  agreement  with Mr.  Thompson.  See
"Compensation Committee Interlocks and Insider Participation"

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section  16(a) of the  Securities  Exchange Act of 1934,  as amended,  the
Company's  directors and executive officers and persons holding more than 10% of
a registered class of the Company's equity  securities are required to file with
the SEC and to provide the Company with initial reports of ownership, reports of
changes in ownership  and annual  reports of ownership of common stock and other
equity securities of the Company. Based solely upon a review of such reports and
any amendments thereto which have been furnished to the Company, the Company has
not  identified  any reports  required to be filed  during the fiscal year ended
June 30, 1997 that were not filed in a timely manner.


<PAGE>



Item 11.     Security Ownership of Certain Beneficial Owners and Management

The following table sets forth  information as of December 12, 1997 with respect
to beneficial  ownership of the Common Stock by (i) each current director,  (ii)
each Named  Executive  Officer,  and (iii) all current  executive  officers  and
directors  as  a  group.  The  mailing  address  of  each  such  person  is  c/o
LogiMetrics, Inc., 50 Orville Drive, Bohemia, New York 11716.

                                                 Amount and
                                                 Nature of
          Name and Address of                    Beneficial          Percent of
          Beneficial Owner                       Ownership (1)          Class

          Charles S. Brand                      19,374,467 (2)           75.5%

          Norman M. Phipps                       1,876,452 (3)            7.1%

          Frank A. Brand                               -                   -

          Jean-Francois Carreras                    32,500 (4)             *

          Mark B. Fisher                         4,776,365 (5)           15.8%

          Francisco A. Garcia                          -                   -
  
          Kenneth C. Thompson                          -                   -

          Russell J. Reardon                        353,333 (6)             1.4%

    All Executive Officers                      26,413,117                83.3%
    And Directors as a                          (2,3,4,5,6)
         group (8 persons)


* Less than 1%

(1)  Each shareholder possesses sole voting and investment power with respect to
     the shares listed, except as otherwise indicated. Includes shares of Common
     Stock  which  the  individual  has the right to  acquire  within 60 days of
     December 12, 1997.

(2)  Includes (i) 40,000  shares of Common Stock  issuable  upon the exercise of
     Amended and Restated Common Stock Purchase Warrants Series A (the "Series A
     Warrants")  held by Mr.  Brand,  and (ii)  6,667  shares  of  Common  Stock
     issuable upon the exercise of stock options  exercisable  within 60 days of
     December 12, 1997.

(3)  Includes (i) 296,042  shares of Common Stock  issuable upon the exercise of
     Common Stock Purchase  Warrants  Series E (the "Series E Warrants") held by
     Mr. Phipps,  (ii) 134,906 shares of Common Stock issuable upon the exercise
     of Common Stock Purchase  Warrants  Series F ("the Series F Warrants") held
     by Mr.  Phipps,  (iii)  23,585  shares of Common  Stock  issuable  upon the
     conversion  of  one-quarter  share of Series A 12%  Cumulative  Convertible
     Redeemable  Preferred Stock, stated value $50,000 per share (the "Preferred
     Stock")  held by Mr.  Phipps,  and (iv)  548,334  shares  of  Common  Stock
     issuable upon the exercise of stock options  exercisable  within 60 days of
     December 12, 1997.

(4)  Consists of (i) 20,000 shares of Common Stock issuable upon the exercise of
     Series E Warrants  held by Mr.  Carreras,  and (ii) 12,500 shares of Common
     Stock issuable upon the exercise of Series F Warrants held by Mr. Carreras.

(5)  Includes (i) 264,105 shares of Common Stock issuable upon the conversion of
     Class A Debentures  held by Mr. Fisher,  (ii) 60,000 shares of Common Stock
     issuable upon the exercise of Series A Warrants held by Mr.  Fisher,  (iii)
     520,000  shares of Common Stock  issuable  upon the exercise of Amended and
     Restated Common Stock Purchase  Warrants Series B (the "Series B Warrants")
     held by Mr.  Fisher,  (iv) 241,935 shares of Common Stock issuable upon the
     exercise  of Series G  Warrants  held by Mr.  Fisher,(v)  12,943  shares of
     Common Stock  issuable  upon the exercise of Series H Warrants  held by Mr.
     Fisher, and (vi) 6,472 shares of Common Stock issuable upon the exercise of
     Series I Warrants held by Mr.  Fisher.  Also includes (i) 500,000 shares of
     Common Stock issuable to MBF upon the exercise of Series G Warrants held by
     MBF, (ii) 528,210  shares of Common Stock  issuable upon the  conversion of
     Class  A  Debentures  held  by  MBF  Broadband  Systems,  L.P.  ("Broadband
     Systems"),  (iii) 483,871 shares of Common Stock issuable upon the exercise
     of Series G Warrants  held by  Broadband  Systems,  (iv)  25,886  shares of
     Common  Stock 
     
<PAGE>
     
     issuable  upon the  exercise  of Series H  Warrants  held by
     Broadband  Systems,  (v) 12,943  shares of Common Stock  issuable  upon the
     exercise  of Series I Warrants  held by  Broadband  Systems,  (vi)  383,721
     shares of Common Stock issuable upon the exercise of Series G Warrants held
     by Phineas Broadband  Systems,  L.P.  ("Phineas"),  (vii) 767,442 shares of
     Common  Stock  issuable  upon the  exercise  of Series H  Warrants  held by
     Phineas  and  (viii)  383,721  shares of  Common  Stock  issuable  upon the
     exercise of Series I Warrants held by Phineas. Also includes 465,116 shares
     of Common Stock issuable upon the exercise of additional Series G Warrants,
     Series H  Warrants  and Series I Warrants  which  Phineas  has the right to
     acquire  within  60 days of  December  12,  1997.  Mr.  Fisher  is the sole
     officer,  director and shareholder of MBF and MBF Broadband Systems,  Inc.,
     the general partner of both Broadband Systems and Phineas. Accordingly, Mr.
     Fisher is deemed to be the  beneficial  owner of all shares of Common Stock
     beneficially owned by each of MBF, Broadband Systems and Phineas.

(6)  Consists of 353,333  shares of Common Stock  issuable  upon the exercise of
     stock options exercisable within 60 days of December 12, 1997.

(a)  Other Beneficial  Owners: The following table provides  information,  as of
     December 12, 1997,  regarding  the  beneficial  ownership of more than five
     percent  (5%) of the  Company's  Common  Stock held by persons  who are not
     listed in the preceding  table.  Certain  information  contained herein has
     been derived solely from filings made by such persons with the SEC.


                                        AMOUNT AND NATURE
             NAME AND ADDRESS           OF BENEFICIAL              PERCENTAGE
             OF BENEFICIAL OWNER          OWNERSHIP                 OF CLASS

             Stephen Feinberg          5,156,370 (1)                  16.8%
             450 Park Avenue
             New York, NY  10022

             Gregory Manocherian       3,553,883 (2)                  12.2%
             3 New York Plaza
             18th Floor
             New York, NY  10004

             Gerald B. Cramer          2,094,329 (3)                   7.6%
             c/o Cramer Rosenthal
             McGlynn, Inc.
             520 Madison Avenue
             New York, NY  10022

             A.C. Israel
             Enterprises, Inc.         2,094,329 (4)                   7.6%
             c/o Cramer Rosenthal
             McGlynn, Inc.
             520 Madison Avenue
             New York, NY  10022

             CRM Partners, LP          1,884,896 (5)                   6.9%
             c/o Cramer Rosenthal
             McGlynn, Inc.
             520 Madison Avenue
             New York, NY  10022

             CRM 1997 Enterprise
             Fund, LLC                 1,403,201 (6)                   5.2%
             c/o Cramer Rosenthal
             McGlynn, Inc.
             520 Madison Avenue
             New York, NY  10022

(1)  Consists of (i) 2,613,990 shares of Common Stock issuable upon the exercise
     of Class B Debentures held by Cerberus, and (ii) 2,542,380 shares of Common
     Stock issuable upon the exercise of Series C Warrants held by Cerberus. Mr.
     Feinberg is the Managing Member of Cerberus Associates, L.L.C., the general
     partner of Cerberus and, accordingly,  is deemed to be the beneficial owner
     of all shares of Common Stock beneficially owned by Cerberus.

(2)  Includes (i) 47,170 shares of Common Stock  issuable upon the conversion of
     one-half of a share of Preferred Stock held by Mr. Manocherian, (ii) 20,000
     shares of Common Stock issuable upon the exercise of Series A Warrants held
     by Mr.  Manocherian,  (iii) 47,170 shares of Common Stock issuable upon the
     exercise  of  Common  Stock  Purchase  Warrants,   Series  D  held  by  Mr.
     Manocherian. Also includes (i) 105,642 shares of Common Stock issuable upon
     the  conversion  of Class A  Debentures  held by Kabuki  Partners  ADP,  GP
     ("Kabuki"),  (ii) 96,774 shares of Common Stock  issuable upon the 

<PAGE>

     exercise of Series G Warrants held by Kabuki,  (iii) 5,177 shares of Common
     Stock issuable upon the exercise of Series H Warrants held by Kabuki,  (iv)
     2,589  shares  of  Common  Stock  issuable  upon the  exercise  of Series I
     Warrants held by Kabuki,  (v) 391,486  shares of Common Stock issuable upon
     the  conversion  of Class A  Debentures  held by Whitehall  Properties  LLC
     ("Whitehall"),  (vi)  375,246  shares of  Common  Stock  issuable  upon the
     exercise of Series G Warrants  held by  Whitehall,  (vii) 19,186  shares of
     Common  Stock  issuable  upon the  exercise  of Series H  Warrants  held by
     Whitehall,  (viii) 9,593 shares of Common Stock  issuable upon the exercise
     of Series I Warrants held by Whitehall, (ix) 782,972 shares of Common Stock
     issuable upon the conversion of Class A Debentures  held by Pamela Equities
     Corp.  ("PEC"),  (x)  750,492  shares of  Common  Stock  issuable  upon the
     exercise of Series G Warrants  held by PEC,  (xi)  38,371  shares of Common
     Stock  issuable  upon the  exercise of Series H Warrants  held by PEC,  and
     (xii) 19,186 shares of Common Stock  issuable upon the exercise of Series I
     Warrants  held by PEC.  Also  includes  (i) 268,276  shares of Common Stock
     issuable upon the exercise or conversion of additional  Class A Debentures,
     Series G Warrants,  Series H Warrants and Series I Warrants which Whitehall
     has the right to acquire  within 60 days of  December  12,  1997,  and (ii)
     536,553  Shares of Common Stock issuable upon the exercise or conversion of
     additional  Class A  Debentures,  Series G Warrants,  Series H Warrants and
     Series I  Warrants  which  PEC has the right to  acquire  within 60 days of
     December 12, 1997. Mr.  Manocherian is (i) the controlling  general partner
     of  Kabuki,  (ii) a member  of  Whitehall,  and  (iii) an  officer  of PEC.
     Accordingly,  Mr.  Manocherian may be deemed to be the beneficial  owner of
     all shares of Common Stock beneficially owned by each of Kabuki,  Whitehall
     and PEC.

(3)  Consists of (i) 782,972 shares of Common Stock issuable upon the conversion
     of Class A Debentures  held by Mr.  Cramer,  (ii) 717,247  shares of Common
     Stock  issuable upon the exercise of Series G Warrants held by Mr.  Cramer,
     (iii) 38,371 shares of Common Stock  issuable upon the exercise of Series H
     Warrants  held by Mr.  Cramer,  and (iv)  19,186  shares  of  Common  Stock
     issuable  upon the exercise of Series I Warrants held by Mr.  Cramer.  Also
     includes  536,553  shares of Common  Stock  issuable  upon the  exercise or
     conversion of additional  Class A Debentures,  Series G Warrants,  Series H
     Warrants  and Series I Warrants  which Mr.  Cramer has the right to acquire
     within 60 days of December 12, 1997.

(4)  Consists of (i) 782,972 shares of Common Stock issuable upon the conversion
     of Class A Debentures held by A.C. Israel Enterprises,  Inc. ("ACIE"), (ii)
     717,247  shares of Common  Stock  issuable  upon the  exercise  of Series G
     Warrants held by ACIE,  (iii) 38,371  shares of Common Stock  issuable upon
     the exercise of Series H Warrants  held by ACIE,  and (iv) 19,186 shares of
     Common Stock  issuable upon the exercise of Series I Warrants held by ACIE.
     Also includes  536,553 shares of Common Stock issuable upon the exercise or
     conversion of additional  Class A Debentures,  Series G Warrants,  Series H
     Warrants and Series I Warrants  which ACIE has the right to acquire  within
     60 days of December 12, 1997.

(5)  Consists of (i) 704,675 shares of Common Stock issuable upon the conversion
     of Class A Debentures  held by CRM Partners,  L.P. ("CRM  Partners"),  (ii)
     645,522  shares of Common  Stock  issuable  upon the  exercise  of Series G
     Warrants held by CRM Partners, (iii) 34,534 shares of Common Stock issuable
     upon the  exercise  of Series H  Warrants  held by CRM  Partners,  and (iv)
     17,267  shares of  Common  Stock  issuable  upon the  exercise  of Series I
     Warrants held by CRM Partners. Also includes 482,898 shares of Common Stock
     issuable upon the exercise or conversion of additional  Class A Debentures,
     Series G  Warrants,  Series H  Warrants  and  Series I  Warrants  which CRM
     Partners has the right to acquire within 60 days of December 12, 1997.

(6)  Consists of (i) 524,591 shares of Common Stock issuable upon the conversion
     of  Class A  Debentures  held by CRM 1997  Enterprise  Fund,  L.L.C.  ("CRM
     Enterprise  Fund"),  (ii) 480,556  shares of Common Stock issuable upon the
     exercise of Series G Warrants  held by CRM  Enterprise  Fund,  (iii) 25,709
     shares of Common Stock issuable upon the exercise of Series H Warrants held
     by CRM  Enterprise  Fund,  and (iv) 12,854 shares of Common Stock  issuable
     upon the exercise of Series I Warrants held by CRM  Enterprise  Fund.  Also
     includes  359,491  shares of Common  Stock  issuable  upon the  exercise or
     conversion of additional  Class A Debentures,  Series G Warrants,  Series H
     Warrants and Series I Warrants which CRM  Enterprise  Fund has the right to
     acquire within 60 days of December 12, 1997.

(b) Changes in Control: See "Right to Designate Directors; Changes in Control"

<PAGE>


Item 12.       Certain Relationships and Related Transactions

In July 1995,  the Company  sold to SFM Series B Warrants to purchase  1,500,000
shares of Common Stock, at a price of $.02 per share,  with an exercise price of
$0.25 per share, for services  rendered in obtaining  financing for the Company.
Alfred  Mendelsohn and Lawrence I. Schneider,  former  directors of the Company,
were  principals  in SFM.  Mark B. Fisher,  a director of the Company was also a
principal in SFM.

In December  1995,  the Company  entered  into a consulting  agreement  with two
companies,  SFM and PTCO,  for services to be rendered in  obtaining  additional
financing  for the  Company.  SFM and PTCO were  granted  Series E  Warrants  to
purchase a total of 1,000,000  shares of the Company's  Common Stock at $.50 per
share any time prior to March 7, 2003. SFM and PTCO also were  subsequently paid
fees of $87,500 and $216,377,  respectively,  when the financing was provided in
March 1996.  Norman M.  Phipps,  a director of the  Company,  and Wade Teman,  a
former officer of the Company, are principals in PTCO.

In May 1996,  a former  director  of the  Company,  Lawrence I.  Schneider,  was
elected   Chairman  of  the  Executive   Committee  for  a  five-year  term.  As
compensation,  he was paid $100,000,  in June 1996. Mr. Schneider  resigned as a
director in November 1996.

During  the  fiscal  year  ended  June  30,  1996,  the  Company  paid  Orbitrex
International, Inc. ("Orbitrex"), whose President is Alfred Mendelsohn, a former
director of the Company,  $71,000 for business  development services provided to
the Company.  Additionally, the Company granted Mr. Mendelsohn Series F Warrants
to purchase 100,000 shares of Common Stock at $.50 per share.

In June 1997,  the Company  entered into a consulting  agreement  with Orbitrex.
Under the consulting  agreement,  Orbitrex agreed to provide certain services in
connection with product development and international  marketing  opportunities.
Under the  consulting  agreement,  Orbitrex  is  entitled  to  receive  payments
aggregating  $60,000,  payable in monthly  installments on or prior to April 30,
1998. In the consulting agreement,  Orbitrex agreed to certain  confidentiality,
non-competition and intellectual property covenants.

In July 1997,  Mr.  Phipps  purchased  850,000  shares of Common  Stock from the
Company for  $467,500,  or $0.55 per share.  In  connection  with the  purchase,
$8,500 was paid in cash from the proceeds of a one-time bonus paid to Mr. Phipps
and the remainder was paid in the form of a non-recourse secured promissory note
(the  "Phipps  Note").  The  Phipps  Note does not bear  interest,  has no fixed
maturity  date,  and is  secured  by a pledge  of the  shares  of  Common  Stock
purchased by Mr. Phipps. The Phipps Note will automatically be forgiven upon the
occurrence of a "Change in Control  Event" (as defined in the Phipps Note).  The
Phipps Note will become due and payable upon the  occurrence of certain  events,
including  a sale or other  disposition  by Mr.  Phipps of the  shares of Common
Stock or the termination of Mr. Phipps' employment as a result of a "Termination
for  Cause"  (as  defined  in  the  Phipps  Note).  If  Mr.  Phipps'  employment
terminates,  other  than as a result of a  Termination  for Cause or a  "Without
Cause  Termination" (as defined in the Phipps Note), the Phipps Note will become
payable in 60  monthly  installments.  The  Company  has agreed to make  certain
payments to Mr.  Phipps in respect of certain  federal  income tax  consequences
which may result from the terms of the Phipps Note.

MBF, an entity  controlled  by Mark B. Fisher,  a director of the Company,  paid
$35,000 of the purchase  price  payable by it in  connection  with its July 1997
purchase of Class A Debentures, Series G Warrants, Series H Warrants, and Series
I  Warrants  in the form of a  non-recourse  secured  promissory  note (the "MBF
Note").  The MBF Note  matures on July 29, 2000 and bears  interest  (compounded
annually) at a rate of 6.07% per annum,  which is payable at  maturity.  The MBF
Note is secured by a pledge of the Series G Warrants  purchased  by MBF. The MBF
Note will become  immediately  due and payable  upon the  occurrence  of certain
events,  including a sale or other  disposition  by MBF of the Series G Warrants
purchased  by it or the  consummation  of a  Company  Sale  (as  defined  in the
Stockholders Agreement).

Prior to its acquisition by the Company,  Mr. Brand, the Company's  Chairman and
Chief Executive Officer, lent certain amounts to mmTech on an as-needed basis to
fund a portion of mmTech's  working  capital  requirements.  The maximum  amount
advanced  by Mr.  Brand  was  $649,150,  and  $623,086  in  such  advances  were
outstanding at June 30, 1997. Pursuant to an agreement between Mr. Brand and the
Company,  the Company has agreed to pay interest on the unpaid  advances  (which
previously  had been  interest-free)  at a rate of seven percent per annum.  The
Company also agreed that,  subject to its cash flow  requirements,  it would use
its best efforts to repay up to $300,000 of such advances on or before September
30, 1997 and that the  remaining  advances  would be repaid at a rate of $50,000
per month,  commencing in October 1997. As of December 12, 1997, the Company has
paid Mr. Brand $200,000 pursuant to the arrangements described above.

Mr.  Brand  owns  40%  of the  outstanding  common  stock  of  Advanced  Control
Components,  Inc.  ("ACC").  ACC currently sublets space from the Company at its
Eatontown,  New  Jersey  facility  and pays to mmTech  $33,312  in annual  rent.
Employees  from mmTech  perform  services for ACC and employees from ACC perform
services for mmTech from time to time. The company  utilizing such services pays

<PAGE>
to the company  providing  such  services an amount  equal to two times the base
hourly salary of the employees  providing  such services for the number of hours
involved.  Pursuant  to such  arrangements,  ACC paid to mmTech  net  amounts of
$230,686  during the fiscal  year ended June 30,  1997 and  $154,850  during the
fiscal year ended June 30, 1996.

Certain holders of the Company's securities,  including directors,  officers and
beneficial  owners of more than 5% of the Common  Stock are  entitled to certain
registration rights with respect to securities of the Company held by them.

For a description of certain other transactions  between the Company and certain
of its  directors,  executive  officers  and major  stockholders,  See "Right to
Designate Directors; Changes in Control."



<PAGE>


                                     PART IV

Item 13.     Exhibits, Financial Statements, Schedules and Reports on Form 8-K

(a)     The following exhibits are filed as part of this Form 10-KSB:

    Number                    Description

3.1  Certificate  of  Incorporation,  as  amended,  of  LogiMetrics,  Inc.  (the
     "Company").

3.2  By-laws, as amended, of the Company.

4.1  Form  of  the  Company's  Class  A  13%  Senior  Subordinated   Convertible
     Pay-in-Kind Debentures due July 29, 1999.

4.2  Form of  Company's  Amended and  Restated  Class B 13% Senior  Subordinated
     Convertible Pay-in-Kind Debentures due July 29, 1999.

10.1 Restated and Amended Term Loan Note,  dated as of April 25, 1997,  in favor
     of North Fork Bank (the "Bank").

10.2 Sixth  Restated and Amended  Revolving  Credit Note,  dated as of April 25,
     1997, in favor of the Bank.

10.3 Amended and Restated General Security Agreement, dated as of April 25, 1997
     in favor of the Bank.

10.4 Purchase  Agreement,  dated as of July 29, 1997,  among the Company and the
     purchasers party thereto.

10.5 Stockholders  Agreement,  dated as of July 29,  1997,  among  the  Company,
     Charles S. Brand and the purchasers party thereto.

10.6 Unit  Purchase  Agreement,  dated as of March 7, 1996,  by and  between the
     Company and Cerberus Partners, L.P. ("Cerberus")

10.7 Amended and Restated Security Agreement dated March 7, 1996, as amended and
     restated as of July 29, 1997, among the Company and Cerberus.

10.8 Agreement to Purchase and Sell Equipment, dated as of June 30, 1994, by and
     between mmTech,  Inc. and CellularVision  Technology &  Telecommunications,
     L.P. ("CT&T").*

10.9 Letter Agreement,  dated as of October 23, 1996, by and between the Company
     and CT&T (previously filed as Exhibit 10 to the Company's  Quarterly Report
     on Form  10-QSB  for  the  fiscal  quarter  ended  December  31,  1996  and
     incorporated herein by reference).


10.10 Letter  Agreement, dated  December 1, 1997, by and between the Company and
      CellularVision of New York, L.P.

10.11  Assignment Agreement,  dated as of  December  31,  1997,  by and  between
       the  Company and NewStart Factors, Inc.

10.12 Agreement of Lease, dated as of April 22, 1997, by and between the Company
      and Reckson FS Limited Partnership.

10.13 Lease, dated January 24, 1994, by and between Mid Atlantic Industrial Co.
      and mmTech, Inc., as amended.

10.14 Employment Agreement,  dated as of April  25,  1997,  by and  between  the
      Company and Charles S. Brand.


10.15 Employment  Agreement, dated as of April  25,  1997,  by and  between  the
      Company and Norman M. Phipps.


10.16 Consulting  Agreement, dated  as  of  July 29,  1997,  by and  between the
      Company and MBF Capital Corp. ("MBF").


10.17 Non-Recourse Secured  Promissory Note, dated July 22, 1997, made by Norman
      M. Phipps in favor of the Company.


10.18 Pledge Agreement,  dated as of July 22,  1997,  by and between the Company
      and Norman M. Phipps.

10.19 Letter Agreement,  dated as of August 6, 1997,  by and between the Company
      and Charles S. Brand.

10.20 Non-Recourse  Secured Promissory Note, dated July 29, 1997, made by MBF in
      favor of the Company.

10.21 Pledge Agreement, dated July 29, 1997, by and between the Company and MBF.

10.22 Stock Option  Agreement,  dated  as of May 1,  1996,  by and  between  the
      Company and Russell J. Reardon.

10.23 LogiMetrics, Inc. 1997 Stock Compensation Program.

10.24 Form of Indemnification Agreement for Directors.

10.25 Consulting Agreement,  dated  January 20, 1998, by and between the Company
      and Dr. Frank A. Brand.  

11.1 Statement re: Computation of Net Loss per Share.

21.1 List of Subsidiaries of the Company. 

27.1 Financial Data Schedule.


____________________
*Certain portions of this exhibit have been omitted based upon a request for 
 confidential  treatment.   The  omitted  portions  of  this  exhibit have been
 separately filed with the Securities and Exchange Commission.


<PAGE>


(b)  Reports on Form 8-K:

On May 12,  1997,  the Company  filed with the SEC a Current  Report on Form 8-K
dated April 25, 1997, relating to the acquisition of mmTech, Inc.

On July 9, 1997,  the Company  filed with the SEC an amended  Current  Report on
Form 8-K/A dated April 25, 1997, relating to the acquisition of mmTech, Inc.


<PAGE>



                                   SIGNATURES

In  accordance  with  Section  13 of the  Securities  Exchange  Act of 1934,  as
amended,  the  Company has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                          LOGIMETRICS, INC.

Date: February  __, 1998                 By:  /s/Charles S. Brand
                                              _______________________________
                                              Charles S. Brand
                                              Chairman of the Board
                                              Principal Executive Officer


Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934,  as
amended,  this  report on Form  10-KSB has been  signed  below by the  following
persons on behalf of the Company and its capacities and on the dates indicated.


Date: February __, 1998                  By:     /s/Norman M. Phipps
                                                 _______________________________
                                                 Norman M. Phipps
                                                 President
                                                 Chief Operating Officer


Date:    February __, 1998               By:     /s/Frank A. Brand
                                                 _______________________________
                                                 Frank A. Brand, Director


Date:    February __, 1998               By:     /s/Jean-Francois
                                                 _______________________________
                                                 Jean-Francois, Director


Date:    February __, 1998               By:     /s/Mark B. Fisher
                                                 _______________________________
                                                 Mark B. Fisher, Director


Date:    February __, 1998               By:     /s/Francisco A. Garcia
                                                 _______________________________
                                                 Francisco A. Garcia, Director


Date:    February __, 1998               By:     /s/Kenneth C. Thompson
                                                 _______________________________
                                                 Kenneth C. Thompson, Director