UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

(Mark One)
X        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
-        SECURITIES EXCHANGE ACT OF 1934




For the quarterly period ended September 30, 1999

__       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934


For the transition period from _____________________ to ________________________


                          Commission file number 0-6620


                             ANAREN MICROWAVE, INC.
             (Exact name of Registrant as specified in its Charter)




                 New York                           16-0928561
                 --------                           ----------
          (State of incorporation)       (I.R.S Employer Identification No.)

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



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

                                       N/A
-------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)


     Indicate by Check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __

     The number of shares of Registrant's Common Stock outstanding on October
29, 1999 was 5,556,292.


                                       1
<PAGE>





                             ANAREN MICROWAVE, INC.

                                      INDEX

   PART I - FINANCIAL INFORMATION                                       Page No.
   ------------------------------                                       --------

       Item 1.    Financial Statements (Unaudited)

                  Consolidated Condensed Balance Sheets as of              3
                  September 30, 1999 and June 30, 1999

                  Consolidated Condensed Statements of Earnings            4
                  for the Three Months ended September 30, 1999 and
                  1998

                  Consolidated Condensed Statements of Cash Flows          5
                  for the Three months ended September 30, 1999 and
                  1998

                  Notes to Consolidated Condensed Financial                6
                  Statements


       Item 2.    Management's Discussion and Analysis                     9
                  of Financial Condition and Results of Operations



       PART II - OTHER INFORMATION
       ---------------------------

       Item 6.    Exhibits and Reports on Form 8-K                         15


                                       2

<PAGE>


<TABLE>
<CAPTION>




                             ANAREN MICROWAVE, INC.
                                AND SUBSIDIARIES

                      Consolidated Condensed Balance Sheets
                      September 30, 1999 and June 30, 1999

                                                                Unaudited
                   Assets                                    SEPT. 30, 1999          June 30, 1999
                   ------                                 -----------------       -----------------
<S>                                                       <C>                    <C>

   Current assets:
       Cash and cash equivalents                          $       6,123,803       $      13,481,576
       Marketable debt securities                                23,579,767              15,005,129
       Receivables, less allowance of $13,000                     7,948,287               6,333,096
       Inventories                                                8,535,777               8,384,922
       Refundable income taxes                                          ---                 461,846
       Prepaid expenses                                             303,657                 224,358
       Deferred income taxes                                        117,707                 116,688
                                                          -----------------       -----------------
                   Total current assets                          46,608,998              44,007,615
                                                          -----------------       -----------------
   Property, plant and equipment                                 35,081,787              34,483,025
       Less accumulated depreciation and amortization           (26,272,409)            (25,879,241)
                                                          ------------------      ------------------
                   Net property, plant and equipment              8,809,378               8,603,784
                                                          -----------------       -----------------
   Marketable debt securities                                     4,486,067               4,976,275
   Deferred income taxes, long term                                 315,119                 304,060
   Patent                                                           556,997                 574,965
                                                          -----------------       -----------------

                                                           $     60,776,559       $      58,466,699
                                                          =================       =================
       Liabilities and Stockholders' Equity
       ------------------------------------
   Current liabilities:
       Accounts payable                                    $      2,330,332       $       2,360,226
       Income taxes payable                                         936,164                 472,190
       Accrued expenses                                           1,238,286               1,773,762
       Customer advance payments                                    810,420                 348,454
                                                          -----------------       -----------------
                   Total current liabilities                      5,315,202               4,954,632

   Postretirement benefit obligation                              1,306,924               1,278,569
   Deferred compensation                                            433,000                 388,000
                                                          -----------------       -----------------
                   Total liabilities                              7,055,126               6,621,201
                                                          -----------------       -----------------
   Stockholders' equity:
       Common stock of $.01 par value.  Authorized
          25,000,000 shares; issued 6,575,966 shares
          at September 30, 1999 and 6,554,366 shares
          at June 30, 1999                                           65,760                  65,544
       Additional paid-in capital                                37,596,454              37,469,470
       Retained Earnings                                         19,540,202              17,791,467
                                                          -----------------       -----------------
                                                                 57,202,416              55,326,481
       Less cost of 1,020,274 shares in treasury
         at September 30, 1999 and June 30, 1999                  3,480,983               3,480,983
                                                          -----------------       -----------------
                   Total stockholders' equity                    53,721,433              51,845,498
                                                          -----------------       -----------------
                                                          $      60,776,559       $      58,466,699
                                                          =================       =================
</TABLE>


See accompanying notes to consolidated condensed financial statements.


                                       3
<PAGE>

<TABLE>
<CAPTION>

                             ANAREN MICROWAVE, INC.
                                AND SUBSIDIARIES
                  Consolidated Condensed Statements of Earnings
                               Three Months Ended
                           September 30, 1999 and 1998
                                    Unaudited




                                                                                   1999              1998
                                                                                   ----              ----

<S>                                                                         <C>                 <C>

Net sales                                                                      $12,464,363      $ 10,478,787

Cost of sales                                                                    7,513,058         6,473,591
                                                                            --------------       -----------
        Gross profit                                                             4,951,305         4,005,196
                                                                            --------------       -----------

Operating expenses
        Marketing                                                                1,121,685           981,895
        Research and development                                                   702,238           575,105
        General and administrative                                                 863,875           753,534
                                                                            --------------       -----------
              Total operating expenses                                           2,687,798         2,310,534
                                                                            --------------       -----------

Operating income                                                                 2,263,507         1,694,662
                                                                            --------------       -----------
Other income                                                                       436,603           349,562
Interest expense                                                                    (9,375)           (9,620)
                                                                            ---------------      ------------

Income before income taxes                                                       2,690,735         2,034,604

Income tax expense                                                                 942,000           712,000
                                                                            --------------       -----------

Net income                                                                  $    1,748,735       $ 1,322,604
                                                                            ==============       ===========

Net income per common and common
 share equivalent:
        Basic                                                               $         0.32       $      0.24
                                                                            ==============       ===========
        Diluted                                                             $         0.30       $      0.23
                                                                            ==============       ===========


Shares used in computing net income per common
  and common share equivalent:
        Basic                                                                    5,540,959         5,525,347
                                                                           ===============       ===========
        Diluted                                                                  5,833,587         5,679,694
                                                                           ===============       ===========

Dividends per share                                                                $   ---          $  ---
                                                                                   =======          ======

</TABLE>

See accompanying notes to consolidated condensed financial statements.


                                       4
<PAGE>

<TABLE>
<CAPTION>


                     ANAREN MICROWAVE, INC. AND SUBSIDIARIES
                 Consolidated Condensed Statements of Cash Flows
                               Three Months Ended
                           September 30, 1999 and 1998
                                    Unaudited
                                    ---------
                                                                          1999                 1998
                                                                          ----                 ----
<S>                                                                   <C>                <C>

Cash flows from operating activities:
     Net income                                                       $1,748,735         $  1,322,604
     Adjustments to reconcile net income
       to net cash provided by operating activities:
         Depreciation and amortization                                   411,136              342,512
         Deferred income taxes                                           (12,078)                 ---
         Changes in operating assets and liabilities:
           Receivables                                                (1,615,191)            (401,605)
           Inventories                                                  (150,855)             727,718
           Prepaid expenses                                              (79,299)             (35,709)
           Refundable income taxes                                       461,846                  ---
           Accounts payable                                              (29,894)             708,087
           Accrued expenses                                             (490,476)            (154,469)
           Income taxes payable                                          487,030              521,635
           Customer advance payments                                     461,966             (137,473)
           Postretirement benefit obligation                              28,355                  ---
                                                                  --------------        -------------
             Net cash provided by
               operating activities                                    1,221,275            1,477,126
                                                                  --------------        -------------

Cash flows from investing activities:
     Capital expenditures                                               (598,762)            (424,919)
     Purchase of marketable debt securities                           (8,084,430)            (458,877)
                                                                      -----------            ---------
             Net cash used in investing activities                    (8,683,192)            (883,796)
                                                                      ----------       ---------------

Cash flows from financing activities:
     Purchase of treasury stock                                              ---           (1,302,625)
     Proceeds from issuance of common stock                              104,144               98,425
                                                                  --------------        -------------
             Net cash provided by (used in)
               financing activities                                      104,144           (1,204,200)
                                                                  --------------        -------------

             Net decrease in cash
               and cash equivalents                                   (7,357,773)            (610,870)

Cash and cash equivalents at beginning of period                      13,481,576           11,248,925
                                                                 ---------------       --------------
Cash and cash equivalents at end of period                           $ 6,123,803          $10,638,055
                                                                     ===========          ===========

SUPPLEMENTAL DISCLOSURES OF
  CASH FLOW INFORMATION:
     Cash Paid During the Period For:
       Interest                                                      $     9,375       $          245
                                                                     ===========       ==============
       Income taxes                                                   $   28,258       $      189,309
                                                                      ==========       ==============
</TABLE>


See accompanying notes to consolidated condensed financial statements.


                                      5

<PAGE>


        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
        ----------------------------------------------------------------

The consolidated condensed financial statements are unaudited (except for the
balance sheet information as of June 30, 1999, which is derived from the
Company's audited consolidated financial statements) and reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial position and
operating results for the interim periods. The consolidated condensed financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto, together with management's discussion and analysis
of financial condition and results of operations, contained in the Company's
fiscal 1999 Annual Report to Stockholders on Form 10-K. The results of
operations for the three months ended September 30, 1999 are not necessarily
indicative of the results for the entire fiscal year ending June 30, 2000, or
any future interim period.

The income tax rates of 35% utilized for interim financial statement purposes
for the three months ended September 30, 1999 is based on estimates of income
and utilization of tax credits for the entire year.

NOTE 1:    Inventories
           -----------

           Inventories at September 30, 1999 and June 30, 1999 are summarized as
           follows:

                                                Sept. 30             June 30
                                                --------             -------

                   Raw materials              $ 3,370,836        $  3,688,704
                   Work in process              3,695,238           3,241,935
                   Finished goods               1,469,703           1,454,283
                                           --------------      --------------
                                             $  8,535,777         $ 8,384,922
                                             ============         ===========



NOTE 2:    Property, Plant and Equipment
           -----------------------------

           Property, plant and equipment at September 30, 1999 and June
           30, 1999 are summarized as follows:

                                                   Sept. 30             June 30
                                                   --------             -------

                   Land and land improvements   $  1,362,050        $ 1,362,050
                   Buildings and improvements      5,462,854          5,266,135
                   Machinery and equipment        28,256,883         27,854,840
                                                 -----------        -----------
                                                 $35,081,787        $34,483,025
                                                 ===========        ===========


                                       6
<PAGE>


NOTE 3:    Net Income Per Share
           --------------------

           Net income per share is computed based on the weighted  average
           number of common shares and common stock options (using the treasury
           stock method) outstanding in accordance  with the  requirements of
           SFAS Statement No. 128 "Earnings Per Share."

           The following  table sets forth the computation of basic and
           diluted earnings per share:

                                                        Three Months Ended
                                                        ------------------
                                                     Sept. 30        Sept. 30
Numerator:                                             1999           1998
---------                                              ----           ----

Net income available to
     common stockholders                             $1,748,735    $1,322,604
                                                     ==========    ==========

Denominator:
-----------

Denominator for basic net income
   per share:
       Weighted average shares outstanding            5,540,959     5,525,347
                                                      =========     =========

Denominator for diluted net income
   per share:
       Weighted average shares outstanding            5,540,959     5,525,347
       Common stock options                             292,628       154,347
                                                        -------     ---------
       Weighted average shares
         and conversions                              5,833,587     5,679,694
                                                      =========     =========




NOTE 4:  Segment and Related Information
         -------------------------------

         Segments

Organizationally, the Company operates predominately in the wireless
communications, and space and defense electronics markets. The Company's two
reportable segments have been determined based upon the nature of the products
and services offered, customer base, technology, availability of discrete
internal financial information, homogeneity of products, delivery channel, and
other factors.

The wireless segment designs,  manufactures and markets commercial products used
mainly by the wireless communications market. Products produced in this business
segment include highly integrated microwave signal distribution components and
subsystems, as well as a product line of standard surface mount microwave signal
splitting  and  combining  components,  trade  name  Xinger,  that  are  used in
terrestrial wireless communications base station amplifiers.

The space and defense segment of the business, designs, manufacturers and
markets specialized products for those Companies in the radar and satellite
communications market. Products produced in this business segment include
passive beamforming networks for communications satellite multi-beam antennas,
digital frequency discriminators and other radar type discriminators, as well as
a wide range of standard component products for defense electronics, such as
mixers, couplers, power dividers and correlators.


                                       7
<PAGE>

The following table reflects the results of the segments consistent with the
Company's internal financial reporting process. The following results are used
in part, by management, both in evaluating the performance of, and in allocating
resources to, each of the segments.

<TABLE>
<CAPTION>

                                                                Space &      Corporate and
                                             Wireless           Defense       Unallocated      Consolidated
                                            ----------          --------      -----------      ------------
<S>                                         <C>                <C>          <C>                <C>
Net sales:
    Three months ended
       September 30, 1999                    $6,703,875        $5,760,488    $       ---        $12,464,363
       September 30, 1998                     4,352,855         6,125,932            ---         10,478,787

Operating income:
     Three months ended
       September 30, 1999                     1,312,841           950,666            ---          2,263,507
       September 30, 1998                       260,896         1,433,766            ---          1,694,662

Identifiable assets:*
     Three months ended
       September 30, 1999                     6,674,573         9,035,308     45,066,678         60,776,559
       September 30, 1998                     4,642,969        12,054,689     33,845,173         50,542,831

Depreciation and Amortization:**
     Three months ended
       September 30, 1999                       208,137           202,999            ---            411,136
       September 30, 1998                       137,970           204,542            ---            342,512
</TABLE>

*    Segment assets primarily include trade accounts receivable and inventories.
     The Company does not segregate other assets on a products and services
     basis for internal management reporting and, therefore, such information is
     not presented. Assets included in corporate and unallocated principally are
     cash and cash equivalents; marketable debt securities other receivables;
     prepaid expenses; deferred income taxes; refundable income taxes; property,
     plant and equipment; and patent.

**   Depreciation expense is allocated departmentally based on an estimate of
     capital equipment employed by each department. Depreciation expense is then
     further allocated within the department as it relates to the specific
     business segment impacted by the consumption of the capital resources
     utilized. Due to the similarity of the property, plant and equipment
     utilized, the Company does not specifically identify these assets by
     individual business segment for internal reporting purposes.


                                       8
<PAGE>



Management's Discussion and Analysis of Financial and Results of Operations
---------------------------------------------------------------------------

Management's discussion and analysis reviews the Company's operating results for
the three months ended September 30, 1999 and 1998 and its financial condition
at September 30, 1999. This review should be read in conjunction with the
accompanying consolidated condensed financial statements. Statements contained
in management's discussion and analysis, other than historical facts, are
forward-looking statements that are qualified by the cautionary statement at the
end of this discussion.

Overview
--------

The consolidated condensed financial statements present the financial condition
of the Company as of September 30, 1999 and June 30, 1999 and the consolidated
results of operations and cash flows of the Company for the three months ended
September 30, 1999 and 1998.

Operations for the first quarter of fiscal 2000 were highlighted by continuing
escalation of commercial Wireless sales and a significant improvement in net
income over the first quarter of fiscal 1999.

Net Sales for the first quarter ended September 30, 1999 were $12,464,000, up
19% from net sales of $10,479,000 for the same quarter in the previous year. The
Company recorded  earnings of $1,749,000 for the first quarter of fiscal 2000, a
32% increase over earnings of $1,323,000 for the first quarter of fiscal 1999.

Results of Operations
---------------------

The following table sets forth the percentage relationships of certain items
from the Company's consolidated condensed statements of earnings as a percentage
of net sales.

                                                      Three Months Ended
                                                      ------------------
                                                   Sept. 30       Sept. 30
                                                     1999            1998
                                                     ----            ----
Net sales                                           100.0%          100.0%
Cost of sales                                        60.3            61.8
                                                   ------         -------
     Gross profit                                    39.7            38.2
                                                   ------         -------

Operating expenses
     Marketing                                        9.0             9.3
     Research and development                         5.6             5.5
     General and administrative                       6.9             7.2
                                                   ------         -------
              Total operating expenses               21.5            22.0
                                                   ------         -------

Operating income                                     18.2            16.2

Other income                                          3.5             3.3
Interest expense                                     (0.1)           (0.1)
                                                   -------           -----
Income before income taxes                           21.6            19.4
Income tax expense                                    7.6             6.8
                                                   ------         --------
     Net income                                      14.0%           12.6%
                                                   =======        ========


                                       9
<PAGE>


The following table summarizes the Company's net sales by various product lines
for the periods indicated. Amounts are in thousands.

                                                       Three Months Ended
                                                       ------------------
                                                     Sept. 30       Sept. 30
                                                       1999           1998
                                                       ----           ----
Wireless                                             $ 6,704        $4,353
Space and Defense                                      5,760         6,126
                                                     -------      --------

                                                     $12,464       $10,479
                                                     =======      ========

Three Months Ended September 30, 1999 Compared to Three Months Ended September
------------------------------------------------------------------------------
30, 1998.
---------

Net Sales. Net sales increased $2.0 million or 19% to $12.5 million for the
three months ended September 30, 1999, compared to $10.5 million for the first
quarter of the previous fiscal year. This increase was led by a 54% rise in the
sales of Wireless products which easily offset a 6% decline in shipments of
Space and Defense group products.

The increase in sales of Wireless products, which consist of catalog surface
mount and custom components for use in building Wireless basestation equipment,
continues to reflect both the ongoing strong demand by the major basestation
OEM's, as well as the Company success in achieving higher dollar content per
basestation for its latest digital backplane products. These backplane products
have in, some cases, increased the Company average dollar content from $1,000 -
$1,500 per basestation to $2,000 - $3,000 per basestation.

Sales of Space and Defense products (formerly Satellite Communications and
Defense Electronics products) consists of custom multi-layer components such as
butler matrices and beamforming networks for commercial and military
communication satellites, Digital Frequency Discriminators ("DFDs") Digital RF
memories ("DRFMs") and Microwave Integrated Circuit Components ("MICs").

Sales in this business group fell 6%, or $366,000 for the three months ended
September 30, 1999 compared to the first quarter of the previous year. This fall
off in sales for the Space and Defense group is due to the delay in satellite
contract awards in the prior fiscal year and was anticipated by the Company.
Sales in this business area are expected to remain at or below first quarter
levels for the remainder of fiscal 2000.

Gross Profit. Cost of sales consists primarily of engineering design costs,
material, fabrication costs, assembly costs and test costs. Gross profit
increased 24% to $5.0 million for the three months ended September 30, 1999 from
$4.0 million for the three months ended September 30, 1998. Gross margin was
39.7% of net sales for the three months ended September 30, 1999 compared to
38.2% of net sales for the three months ended September 30, 1998. The increase
in gross margin in the current year was a result of the 54% rise in sales of
Wireless products which allowed for significant economies of scale versus the
first quarter of last fiscal year.

Marketing. Marketing expenses consist mainly of employee related expenses,
commissions paid to sales representatives, trade show expenses, advertising
expenses and travel expenses. Marketing expenses increased 14.3% to $1,122,000
(9.0% of net sales) for the three months ended September 30, 1999, from $982,000
(9.3% of net sales) for the three months ended September 30, 1998. The increase
resulted from expansion of the Company's outside sales force


                                       10
<PAGE>

during the previous fiscal year, as well as higher advertising expenditures due
to the introduction of new surface mount products during the first quarter of
fiscal 2000.

Research and Development. Research and development expenses consist of material,
salaries and related overhead costs of employees engaged in ongoing research,
design and development activities associated with new products and technology
development. Gross research and development costs are reduced by expense
reimbursements received under a Technology Reinvestment Program through
Raytheon, for the Advance Research Project Agency of the United States
Government. Net research and development expenses increased 22% to $702,000
(5.6% of net sales) for the three months ended September 30, 1999 from $575,000
(5.5% of net sales) for the three months ended September 30, 1998. Research
development expenses expanded to support the increased development of wireless
infrastructure and Satellite Communications products.

General and Administrative. General and administrative expenses increased 14.7%
to $864,000 (6.9% of net sales) for the three months ended September 30, 1999
compared to $575,000 (7.2% of net sales) for the three months ended September
30, 1998. General and administrative expenses rose due to increased staffing
levels and higher professional fees.

Interest Expenses. Interest expense represents interest incurred on the
Company's line of credit and any outstanding letters of credit. Interest expense
of $9,000 (0.1% of net sales) for the three months ended September 30, 1999 from
$10,000 (0.1% of net sales) for the three months ended September 30, 1998.

There were no balances outstanding under the Company's line of credit during the
first quarter of fiscal 2000 and fiscal 1999.

Other Income. Other income is primarily interest income received on invested
cash balances. Other income increased 25% to $437,000 (3.5% of net sales) for
three months ended September 30, 1999, from $350,000 (3.3% of net sales) for the
three months ended September 30, 1998, due to a higher level of investable cash
balances in the current year resulting from the positive cash flow experienced
during the past fiscal year.

Income Taxes. Income tax expense for the three months ended September 30, 1999
was $942,000 (7.6% of net sales), an effective tax rate of 35%. This compares to
$712,000 (6.8% of net sales) for the three months ended September 30, 1998, also
an effective tax rate of 35%.

Liquidity and Capital Resources

The Company has financed its operations for the three months ended September 30,
1999 primarily from cash flow from operations. Net cash provided by operations
for the three months ended September 30, 1999 and the three months ended
September 30, 1998 were $1,221,000 and $1,477,000, respectively. The positive
cash flow from operation in both the first three months of fiscal 2000 and 1999
was due primarily to the profit attained in both years. The relatively higher
level of cash provided by operations in the first three months ended September
30, 1998 (last year) compared to the first three months of the current fiscal
year, resulted, primarily, from the decrease in inventory levels in the prior
year first quarter compared to the increasing inventory levels in the first
quarter of fiscal 2000.

Net cash used in investing activities consists of funds which were used to
purchase short-term marketable securities and capital equipment. Capital
equipment expenditures in the three months ended September 30, 1999 and the
three months ended September 30, 1998 were $599,000 and


                                       11
<PAGE>

$425,000 respectively. These capital investments consist primarily of equipment
to further expand Wireless production capacity.

Cash provided by financing activities for the three months ended September 30,
1999 amounted to $104,000 and consisted of cash generated by the exercise of
stock options. In the first quarter of the previous fiscal year, cash used in
financing activities amounted to $1,204,000 and consisted, primarily of funds
used to repurchase common stock. During the three months ended September 30,
1998 the Company repurchase 115,000 shares at a total cost of $1303,000.

During the remainder of fiscal 2000, the Company's major cash requirements will
be for additions to capital equipment. Capital equipment additions and building
renovations for the current year have been budgeted at $4,000,000 and through
the first three months of fiscal 1999 approximately $599,000 has been expended,
all of which was funded by cash generated from operations. Capital equipment
additions for the remainder of fiscal 2000 will continue to be funded through
cash generated by operations as projected operating cash flows are expected to
be more than adequate to meet these financing needs.

During  December,  1997 the Company  renegotiated  its credit  facility with its
bank, increasing the size of the facility and obtaining more favorable terms.
The new credit facility is an unsecured  $10,000,000  working capital  revolving
line of credit bearing interest at prime and maturing December 31, 2001.

The terms of the credit facility require maintenance of a minimum tangible net
worth, ratio of cash flows to maturities, and leverage ratio as defined in the
respective agreements. The Company was in compliance with all restrictions and
covenants at September 30, 1999.

The Company believes that its cash requirements for the foreseeable future will
be satisfied by currently invested cash balances, expected cash flows from
operations and funds available under its credit facilities.

Year 2000 Status
----------------

The Company has conducted a full review of its computer systems to identify the
programs and systems that could be affected by the "year 2000 problem" and has
developed and is continuing to develop an implementation plan to resolve the
problem. The "year 2000 problem" is the result of computer programs being
written using two digits instead of four to define the applicable year. Programs
with this problem may recognize a date using "00" as the year 1900 instead of
the year 2000, resulting in system failures or miscalculations.

The Company installed a major revision to its manufacturing software at the end
of December, 1998 and has thoroughly tested the system for compliance with only
minor problems encountered to date. This system includes all the Company's
operating software from order entry through production planning and inventory
control (MRP) and including all financial (accounts payable, invoicing,
receivable, purchasing and general ledger) systems.

Presently, the Company is in the process of reviewing its PC based systems and
network for compliance problems and has determined the applicable software
upgrades that are required. We are now installing PC and network operating
system upgrades from Microsoft which are certified Y2K compatible. Additionally,
the Company's Y2K committee has performed a room by room evaluation of all
equipment in the Company's facility and has determined which equipment requires
a software upgrade to be compliant, and has completed a survey of all critical
Company



                                       12
<PAGE>

vendors for compliance status. Required software upgrades have been ordered and
installed, where deemed necessary, additional vendor resources are being
evaluated for future use.

Although no assurances can be given, the Company presently believes that with
additional modifications to existing software and conversion to new software,
the "Year 2000 problem" will not pose significant operational problems for the
Company's computer systems. The Company intends to continue to review
information systems for any possible problems, as well as monitor its key
suppliers and customers for any impact that the Year 2000 may have on their
information systems which could impact the Company.

The Company does not believe that there will be significant issues or costs
associated with its products related to Year 2000 compliance; however, there can
be no assurance that such products do not contain undetected errors or defects
associated with Year 2000 date functions or that there do not exist heretofore
undetected aspects of the Company's manufacturing process which could be
impacted by the Year 2000. Although the Company is not currently aware of any
material operational issues or costs associated with preparing its products,
manufacturing processes or internal information systems for the Year 2000, there
can be no assurance that the Company will not experience unanticipated negative
consequences and/or material costs caused by undetected errors or defects in the
technology used in its products, manufacturing processes or internal information
systems, which are comprised predominantly of third party software and hardware.
The Company does not currently anticipate that the Year 2000 programming issue
will have a material impact on its business, financial condition or results of
operations.

Should the Company not be completely successful in mitigating internal and
external Year 2000 risks, the result could be a system failure or
miscalculations causing disruptions of operations, including among other things,
a temporary inability to process transactions, manufacture products, and
invoices or engage in similar normal business activities at the Company or its
vendors and suppliers. The Company believes that under a worse case scenario, it
could continue the majority of its normal business activities on a manual basis.
The Company does not currently have a contingency plan with respect to potential
Year 2000 failures of its suppliers or customers.

Forward-Looking Cautionary Statement
------------------------------------

In an effort to provide investors a balanced view of the Company's current
condition and future growth opportunities, this third quarter report includes
comments by the Company's management about future performance. Because these
statements are forward-looking statements pursuant to the Safe Harbor provisions
of the Private Securities Litigation Reform Act of 1995, management's forecasts
involve risks and uncertainties, and actual results could differ materially from
those predicted in the forward-looking statement. Among the principal factors
that could cause actual results to differ materially are the following: general
market conditions, including demand for the Company's products, manufacturing
capacity and the ability to "ramp" to meet anticipated demand, fluctuations in
yield, availability of third-party supplier parts at reasonable prices,
availability of financial resources to fund anticipated growth, ability to
maintain sole supplier positions with certain defense sectors, successful
adaptation of existing Company technologies to produce new products that meet
specific customer requirements, price pressures, the level of worldwide spending
on military defense products, growth of wireless telephone and satellite
communications systems, acceptance of new products, customer order cancellations
or rescheduling and actual orders compared to annual blanket contracts from
wireless customers.

                                       13
<PAGE>

Management believes the Company has the products, human resources, facilities,
and financial resources to continue its growth, but future revenues, margins,
and profits are all influenced by a number of risk factors, including but not
limited to those discussed above.


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<PAGE>


Item 6.             Exhibits and Reports on Form 8-K

Item 6(a)           Exhibits
                    --------

Exhibit No. 27      Financial Data Schedule for the three month period ended
                    September 30, 1999.


Item 6(b)           Reports on Form 8K
                    ------------------

                    The  registrant  was not required to file an 8-K during
                    the current fiscal period.


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<PAGE>

                                   SIGNATURES


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

                                    Anaren Microwave, Inc.
                                    ----------------------
                                    (Registrant)




Date:  October 29, 1999             S/Lawrence A. Sala
                                    --------------------------------------
                                    President & Chief Executive Officer



Date:  October 29, 1999             S/Joseph E. Porcello
                                    --------------------------------------
                                    Vice President of Finance


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