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

(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, 1998

___  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
23, 1998 was 5,481,292.


                                       1
<PAGE>

                             ANAREN MICROWAVE, INC.

                                     INDEX

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

    Item 1.    Financial Statement (Unaudited)

               Consolidated Condensed Balance Sheets                       3
               as of September 30, 1998 and June 30, 1998

               Consolidated Condensed Statements of Earnings               4
               for the Three months ended September 30, 1998
               and September 30, 1997

               Consolidated Condensed Statements of Cash Flows             5
               for the Three months ended September 30, 1998 and
               September 30, 1997

               Notes to Consolidated Condensed Financial Statements        6

    Item 2.    Management's Discussion and Analysis                        8
               of Financial Condition and Results of Operations

    PART II - OTHER INFORMATION

    Item 6.    Exhibits and Reports on Form 8-K                            13


                                       2
<PAGE>

Item 1.  Financial Statement (Unaudited)

                             ANAREN MICROWAVE, INC.
                                AND SUBSIDIARIES

                     Consolidated Condensed Balance Sheets
                      September 30, 1998 and June 30, 1998

                                                     Unaudited
             Assets                               Sept. 30, 1998   June 30, 1998
                                                  --------------   -------------
Current assets:
    Cash and cash equivalents                      $ 10,638,055    $ 11,248,925
    Marketable debt securities                       14,301,274      13,842,397
    Receivables, less allowance of $13,000            7,679,189       7,277,584
    Inventories                                       9,627,307      10,355,025
    Prepaid expenses                                    174,357         138,649
    Deferred income taxes, current                      108,801         108,801
                                                   ------------    ------------
                Total current assets                 42,528,983      42,971,381

Property, plant and equipment                        32,761,624      32,336,705
    Less accumulated depreciation
    and amortization                                (24,788,945)    (24,446,433)
                                                   ------------    ------------
                Net property, plant
                and equipment                         7,972,679       7,890,272

Deferred income taxes, long-term                         41,169          41,169
                                                   ------------    ------------

                                                   $ 50,542,831    $ 50,902,822
                                                   ============    ============
    Liabilities and Stockholders' Equity

Current liabilities:
    Current installments of long-term debt         $         --    $         --
    Accounts payable                                  1,513,310       2,221,397
    Income taxes payable                                838,894         317,260
    Accrued expenses                                  1,086,724       1,277,193
    Customer advance payments                            53,208         190,681
                                                   ------------    ------------
                Total current liabilities             3,492,136       4,006,531

Postretirement benefit obligation                     1,246,421       1,246,421
Long-term debt, less current installments                    --              --
Other liabilities                                       180,000         144,000
                                                   ------------    ------------
                Total liabilities                     4,918,557       5,396,952
                                                   ------------    ------------

Stockholders' equity:
    Common stock of $.01 par value. Authorized
       12,000,000 shares; issued 6,471,566
       shares at September 30, 1998 and
       6,455,366 shares at June 30, 1998                 64,715          64,554
    Additional paid-in capital                       36,710,015      36,611,751
    Retained earnings                                12,164,246      10,841,642
                                                   ------------    ------------
                                                     48,938,976      47,517,947
    Less cost of 1,007,274 shares in treasury
      at September 30, 1998 and 892,274 shares
      at June 30, 1998                                3,314,702       2,012,077
                                                   ------------    ------------
                Total stockholders' equity           45,624,274      45,505,870
                                                   ------------    ------------
                                                   $ 50,542,831    $ 50,902,822
                                                   ============    ============

See accompanying notes to consolidated condensed financial statements.


                                       3
<PAGE>

                             ANAREN MICROWAVE, INC.
                                AND SUBSIDIARIES
                  Consolidated Condensed Statements of Earnings
                               Three Months Ended
                           September 30, 1998 and 1997
                                    Unaudited

                                                       1998            1997
                                                       ----            ----

Net sales                                          $ 10,478,787    $  7,721,323

Costs of goods sold                                   6,473,591       4,853,726
                                                   ------------    ------------
        Gross profit                                  4,005,196       2,867,597
                                                   ------------    ------------

Operating expenses
        Marketing, including sales commissions          981,895         939,966
        Research and development                        575,105         188,768
        General and administrative                      753,534         641,305
                                                   ------------    ------------
              Total operating expenses                2,310,534       1,770,039
                                                   ------------    ------------

Operating income                                      1,694,662       1,097,558
                                                   ------------    ------------
Interest Expense                                         (9,620)        (24,586)
Other Income                                            349,562          61,627
                                                   ------------    ------------

Income before income taxes                            2,034,604       1,134,599

Income tax expense                                      712,000         375,000
                                                   ------------    ------------

Net income                                         $  1,322,604    $    759,599
                                                   ============    ============

Net income per common and common
   share equivalent:
        Basic                                      $       0.24    $       0.18
                                                   ============    ============
        Diluted                                    $       0.23    $       0.17
                                                   ============    ============

Shares used in computing net income per
   common and common share equivalent:
        Basic                                         5,525,347       4,173,153
                                                   ============    ============
        Diluted                                       5,679,694       4,511,651
                                                   ============    ============

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

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                     ANAREN MICROWAVE, INC. AND SUBSIDIARIES
                 Consolidated Condensed Statements of Cash Flows
                               Three Months Ended:
                    September 30, 1998 and September 30, 1997
                                    Unaudited

                                                        1998           1997
                                                        ----           ----
Cash Flows from operating activities:
     Net income                                    $  1,322,604    $    759,599
     Adjustments to reconcile net income
       to net cash provided by operating
       activities:
         Depreciation and amortization                  342,512         312,544
         Deferred income taxes                               --          94,943
     Changes in operating assets and
       liabilities:
           Receivables                                 (401,605)       (162,847)
           Inventories                                  727,718      (1,188,212)
           Prepaid expenses                             (35,709)        (81,151)
           Other Assets                                      --           1,160
           Accounts payable                            (708,087)        512,603
           Income taxes payable                         521,635        (212,228)
           Accrued expenses                            (154,469)        174,995
           Customer advance payments                   (137,473)         15,047
                                                   ------------    ------------

             Net cash provided by
               operating activities                   1,477,126         226,453
                                                   ------------    ------------

Cash flows from investing activities:
     Capital expenditures                              (424,919)       (377,608)
     Purchase of marketable debt securities            (458,877)             --
                                                   ------------    ------------
             Net cash used in investing
               activities                              (883,796)       (377,608)
                                                   ------------    ------------

Cash flows from financing activities:
     Principal payments on long-term debt                    --          (1,708)
     Proceeds from issuance of common stock              98,425         343,375
     Purchase of treasury stock                      (1,302,625)             --
                                                   ------------    ------------
             Net cash provided by (used in)
               financing activities                  (1,204,200)        341,667
                                                   ------------    ------------

             Net increase in cash
               and cash equivalents                    (610,870)        190,512

Cash and cash equivalents at beginning
   of period                                         11,248,925       3,807,004
                                                   ------------    ------------
Cash and cash equivalents at end
   of period                                       $ 10,638,055    $  3,997,516
                                                   ============    ============

SUPPLEMENTAL DISCLOSURES OF
  CASH FLOW INFORMATION:
     Cash Paid During the Period For:
       Interest                                    $        245    $      8,037
                                                   ============    ============
       Income taxes                                $    189,309    $    492,285
                                                   ============    ============

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, 1998, 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 1998 Annual Report to Stockholders on Form 10-K. The result of operations
for the three months ended September 30, 1998 are not necessarily indicative of
the results for the entire fiscal year ending June 30, 1999, or any future
interim period.

The income tax rate of 35% utilized for interim financial statement purposes for
the three months ended September 30, 1998 is based on estimates of income and
utilization of tax credits for the entire year.

NOTE 1:   Inventories

          Inventories at September 30, 1998 and June 30, 1998 are summarized as
          follows:

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

                Raw materials                   $ 3,768,722         $  4,412,925
                Work in process                   4,202,187            4,410,112
                Finished goods                    1,656,398            1,731,988
                                                -----------         ------------
                                                $ 9,627,307         $ 10,355,025
                                                ===========         ============

NOTE 2:   Property, Plant and Equipment

          Property, plant and equipment at September 30, 1998 and June 30, 1998
          are summarized as follows:

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

                Land and land improvements       $  1,362,050       $  1,362,050
                Buildings and improvements          5,254,515          5,242,499
                Machinery and equipment            26,145,059         25,732,156
                                                 ------------       ------------
                                                 $ 32,761,624       $ 32,336,705
                                                 ============       ============


                                       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 FASB
          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:                                                1998           1997
                                                          ----           ----

Net income available to
     common stockholders                               $1,322,604     $  759,599
                                                       ==========     ==========

Denominator:

Denominator for basic net income per share:
       Weighted average shares outstanding              5,525,347      4,173,153
                                                       ==========     ==========

Denominator for diluted net income per share:
       Weighted average shares outstanding              5,525,347      4,173,153
       Common stock options                               154,347        338,498
                                                       ----------     ----------
       Weighted average shares
         and conversions                                5,679,694      4,511,651
                                                       ==========     ==========

          Options to purchase 225,500 shares at market prices ranging from
          $4.125 to $19.875 were outstanding during the quarter but were not
          included in the computation of fully diluted earnings per share
          because the options are not yet exercisable.

NOTE 4:   Research and Development Costs

          Research and development costs are charged to expense as incurred. The
          Company receives fees under a technology development contract and such
          fees are recorded as a reduction of research and development costs as
          work is performed pursuant to the related contract and as defined
          milestones are attained. Net research and development expense for the
          three months ended September 30, 1998 and 1997 are summarized as
          follows:

                                                          1998           1997
                                                          ----           ----

          Gross research and development expenses       $604,362       $306,601

          Technology development contract fees           (29,257)      (117,833)
                                                        --------       --------
          Research and development expense              $575,105       $188,768
                                                        ========       ========


                                       7
<PAGE>

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

Management's discussion and analysis reviews the Company's operating results for
the three months ended September 30, 1998 and 1997 and its financial condition
at September 30, 1998. 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 statements at
the end of this discussion.

   
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.

Presently,  the Company expects to install a major revision to its manufacturing
software  at the  end of  December,  1998,  and  begin  testing  for  Year  2000
compliance  at that  time.  Although  no  assurance  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 and that the cost of
system  modifications  and  conversions  will not have a material  impact on the
Company's operating results.
    

Overview

The consolidated condensed financial statements present the financial condition
of the Company as of September 30, 1998 and June 30, 1998 and the consolidated
results of operations and cash flows of the Company for the three months ended
September 30, 1998 and 1997.

Operations for the first quarter of fiscal 1999 were highlighted by continuing
escalation of commercial Wireless sales, a resurgence of Defense Electronics and
Satellite Communications sales and a significant improvement in net income over
the first quarter of fiscal 1998.

Net Sales for the first quarter ended September 30, 1998 were $10,479,000, up
36%, from net sales of $7,721,000 for the same quarter in the previous year. The
Company recorded earnings of $1,323,000 for the first quarter of fiscal 1999, a
74% increase over earnings of $760,000 for the first quarter of fiscal 1998.

Results of Operations

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

                                                     Three Months Ended
                                                     ------------------
                                                   Sept. 30       Sept. 30
                                                     1998           1997
                                                     ----           ----

Net sales                                           100.0%          100.0%
Cost of sales                                        61.8%           62.9%
                                                    -----           -----
     Gross profit                                    38.2%           37.1%
                                                    -----           -----

Operating expenses
     Marketing                                        9.3%           12.2%
     Research and development                         5.5%            2.4%
     General and administrative                       7.2%            8.3%
                                                    -----           -----
              Total operating expenses               22.0%           22.9%
                                                    -----           -----

Operating income                                     16.2%           14.2%

Other income (expense)                                3.2%            0.5%
                                                    -----           -----
Income before income taxes                           19.4%           14.7%
Income tax expense                                    6.8%            4.9%
                                                    -----           -----
     Net income                                      12.6%            9.8%
                                                    =====           =====


                                       8
<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
                                           1998           1997
                                           ----           ----

Wireless                                 $ 4,353         $3,599
Satellite Communications                   2,578          1,496
Defense Electronics                        3,548          2,626
                                         -------         ------

                                         $10,479         $7,721
                                         =======         ======

Three Months Ended  September 30, 1998 Compared to Three Months Ended  September
30, 1997.

Net Sales.  Net sales  increased 36% to $10.5 million for the first three months
of fiscal  1999 from $7.7  million for the first  three  months of the  previous
fiscal year.  Sales of Wireless  products,  which  consist of surface  mount and
custom  components used in building wireless base station  equipment,  rose 21%,
from $3.6 million for the three months ended  September 30, 1997 to $4.4 million
for the three  months  ended  September  30, 1998.  This  increase  reflects the
continuing  strong  demand in the worldwide  market for base station  equipment.
Sales  of  Satellite  Communications  products  consist  of  custom  multi-layer
components such as butler  matrices and beamforming  networks for commercial and
military  communications.  Satellite  Communications  sales  rose  72%,  to $2.6
million,  in the first  quarter of fiscal 1999,  compared to $1.5 million in the
first quarter of fiscal 1998.  This increase was the result of a depressed level
of shipments in this business  area in the first quarter of the previous  fiscal
year.  This lower level of  shipments  was a result of the  Company  having just
completed  the  initial  production  run  on  the  Iridium  program  and  having
experienced delays in shipments of approximately  $900,000 of satellite products
from the first  quarter  to the  second  quarter  of fiscal  1998 for  satellite
programs for Harris Corp.  and Hughes  Space and  Communications  International,
Inc. The Company expects  Satellite  Communications  sales to approximate  first
quarter 1999 sales for the remaining three quarters of the current year.

Sales  of  Defense   Electronics   products   consist   of   Digital   Frequency
Discriminators  ("DFDs"),  Digital RF  Memories  ("DRFMs"),  ESM  Receivers  and
Microwave  Integrated  Circuit  Components  ("MICs").  Defense  Electronic sales
increased 35% to $3.5 million for the three months ended September 30, 1998 from
$2.6 million for the three months ended  September 30, 1997. This increase was a
result of the Company  entering full  production  for DRFMs for foreign sales of
the Airborne  Self-Protection  Jammer  ("ASPJ")  program which was just entering
initial factory production in the first quarter of last fiscal year.

Gross Profit.  Cost of sales  consists  primarily of  engineering  design costs,
material,  fabrication  costs,  assembly  costs  and test  costs.  Gross  profit
increased  39.6% to $4.0 million for the three months ended  September  30, 1998
from $2.9 million for the three months ended  September  30, 1997.  Gross margin
was 38.2% of net sales for the three months ended September 30, 1998 compared to
37.1% of net sales for the three months ended  September 30, 1997.  The increase
in gross margin was due to economies of scale  achieved due to higher  volume in
all three business groups.

Marketing.  Marketing  expenses  consist  mainly of employee  related  expenses,
commissions  paid to sales  representatives,  trade show  expenses,  advertising
expenses and travel  expenses.


                                       9
<PAGE>

Marketing  expenses increased 4.5% to $982,000 (9.3% of net sales) for the three
months ended September 30, 1998 from $940,000 (12.2% of net sales) for the three
months ended  September 30, 1997.  The increase  resulted from  expansion of the
Company's  outside sales force during the last half of the previous  fiscal year
to support the Company's expanding commercial markets.

Research and Development.  Research and development expenses consist of material
and  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 204.0% to $575,000
(5.5% of net sales) for the three months ended September 30, 1998, from $189,000
(2.4% of net sales) for the three months  ended  September  30,  1997.  Research
development  expenses expanded to support the increased  development of wireless
infrastructure and Satellite Communications products.

General and Administrative.  General and administrative expenses increased 17.6%
to $754,000  (7.2% of net sales) for the three months ended  September  30, 1998
compared to $641,000  (8.3% of net sales) for the three months  ended  September
30, 1997.  General and  administrative  expense  rose due to increased  staffing
levels, higher professional fees and increased  compensation levels for existing
personnel.

Interest Expense. Interest expense represents interest incurred on the Company's
line of credit and any outstanding letters of credit. Interest expense decreased
60.8% to $10,000  (0.1% of net sales) for the three months ended  September  30,
1998,  from $25,000 (0.3% of net sales) for the three months ended September 30,
1997. This decrease was a result of the Company's  repayment of its term loan in
December 1997.

Other Income.  Other income is primarily  interest  income  received on invested
cash balances.  Other income  increased 465% to $350,000 (3.3% of net sales) for
three months ended  September 30, 1998, from $62,000 (0.3% of net sales) for the
three months ended  September 30, 1997, due to a higher level of investable cash
balances in the current year resulting from the public offering completed by the
Company in the second quarter of the previous fiscal year.

Income Taxes.  Income tax expense for the three months ended  September 30, 1998
was $712,000 (6.8% of net sales), an effective tax rate of 35%. This compares to
$375,000  (4.9% of net sales) for the three months ended  September 30, 1997, an
effective  tax rate of 33%.  The rise in the  effective  tax rate from the first
quarter of fiscal 1998 to the first quarter of fiscal 1999 was the result of the
utilization of the Company's remaining tax credits in fiscal 1998.

Liquidity and Capital Resources

The Company has financed its operations for the three months ended September 30,
1998 primarily from cash flow from  operations.  Net cash provided by operations
for the  three  months  ended  September  30,  1998 and the three  months  ended
September 30, 1997 were $1,477,000 and $227,000, respectively. The positive cash
flow from  operation  in both the first three months of fiscal 1999 and 1998 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,  compared to the first three months of the prior  fiscal  year,  resulted,
primarily,  from the higher level of income in the current first quarter and the
decrease  in  inventory  levels in the  current  first  quarter  compared to the
increasing inventory levels in the first quarter of the prior year.


                                       10
<PAGE>

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, 1998 and the
three months ended September 30, 1997 were $425,000 and $378,000, respectively.

These capital  investments  consisted  primarily of equipment  needed to further
automate production for the Company's new Wireless and Satellite  Communications
products, as well as test and production equipment for the production run of the
ASPJ program in the Defense Group.

Cash used in financing  activities  amounted to $1,204,000  for the three months
ended  September  30, 1998 and  consisted  primarily of funds used to repurchase
common stock of the Company. During the fourth quarter of fiscal 1998, the Board
of Directors authorized the repurchase of up to 500,000 shares of the Company at
prevailing market prices. Through September 30, 1998 the Company had repurchased
115,000 shares and expended  $1,303,000.  Cash provided by financing  activities
for the first  quarter of the previous  fiscal year was  $342,000 and  consisted
primarily of cash generated by the exercise of stock options.

During the remainder of fiscal 1999, the Company's major cash  requirements will
be for  additions to capital  equipment.  Capital  equipment  additions  for the
current year have been budgeted at $2,200,000 and through the first three months
of fiscal 1999 approximately $425,000 has been expended, all of which was funded
by cash generated from operations. Capital equipment additions for the remainder
of fiscal 1999 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, 2000.

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, 1998.

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.

Recently issued Accounting Pronouncements

The Company adopted Statement of Financial Accounting Standard No. 128, Earnings
Per Share  (statement  128),  beginning  with the second quarter of fiscal 1998.
Statement  128   specifies  the   computation,   presentation   and   disclosure
requirements  for earnings per share.  Adoption of Statement  128 did not have a
material effect on the Company's operating results.

Statement of Financial  Accounting  Standards No. 130,  Reporting  Comprehensive
Income (Statement 130), was issued in 1997. Statement 130 establishes  standards
for the reporting and display of  comprehensive  income and its  components in a
full set of general-purpose financial statements and is effective for all fiscal
years  beginning  after  December  15, 1997.  Adoption of Statement  130 will be
required in fiscal 1999 and will require interim disclosures beginning in fiscal
2000. Adoption of Statement 130 is not expected to have a material effect on the
Company's financial statement disclosures.


                                       11
<PAGE>

Statement of Financial  Accounting Standard No. 131,  Disclosures About Segments
of an Enterprise  and Related  Information  (Statement  131) was issued in 1997.
Statement  131  establishes  standards for the  reporting of  information  about
operating  segments  and  related   disclosures  about  products  and  services,
geographic  areas,  and  major  customers.  Adoption  of  Statement  131 will be
required in fiscal  1999 and require  interim  disclosures  beginning  in fiscal
2000. Adoption of Statement 131 is not expected to have a material effect on the
Company's financial statement disclosures.

Statement of Financial  Accounting  Standards  No. 132,  Employers'  Disclosures
about Pension and Other  Postretirement  Benefits (Statement 132), was issued in
1998. Statement 132 establishes combined formats for the presentation of pension
and other  postretirement  benefit  disclosures  and is effective for all fiscal
years  beginning  after  December  15, 1997.  Adoption of Statement  132 will be
required  in fiscal 1999 and is not  expected  to have a material  effect on the
Company's financial statement disclosures.

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.

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, 1998.


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:  January 25, 1999                   /s/ Lawrence A. Sala
                                          --------------------------------------
                                          President & Chief Executive Officer

Date:  January 25, 1999                   /s/ Joseph E. Porcello
                                          --------------------------------------
                                          Vice President of Finance & Controller


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