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, 1997

___  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
20, 1997 was 4,235,042

<PAGE>

                             ANAREN MICROWAVE, INC.

                                      INDEX

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

  Item 1. Financial Statement (Unaudited)

          Consolidated Condensed Balance Sheets as of                         3
          September 30, 1997 and June 30, 1997

          Consolidated Condensed Statements of Earnings for the               4
          Three months ended September 30, 1997 and
          September 30, 1996

          Consolidated Condensed Statements of Cash Flows for the             5
          Three months ended September 30, 1997 and
          September 30, 1996

          Notes to Consolidated Condensed Financial Statements                6


  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                                   14


                                       2

<PAGE>

PART I.
Item I.

                             ANAREN MICROWAVE, INC.
                                AND SUBSIDIARIES

                      Consolidated Condensed Balance Sheets
                      September 30, 1997 and June 30, 1997

                                                     Unaudited
                                                   Sept. 30, 1997  June 30, 1997
                                                    ------------   ------------
                   Assets           
Current assets:
   Cash and cash equivalents                        $  3,997,516   $  3,807,004
   Receivables, less allowance of $13,000              6,879,953      6,717,106
   Inventories                                         8,924,219      7,736,007
   Prepaid expenses                                      278,303        197,152
   Deferred income taxes                                 394,458        532,054
                                                    ------------   ------------
           Total current assets                       20,474,449     18,989,323

Property, plant and equipment                         30,457,781     30,080,173
   Less accumulated depreciation and amortization    (23,423,416)   (23,110,872)
                                                    ------------   ------------
           Net property, plant and equipment           7,034,365      6,969,301

Other assets, net                                         12,759         13,919
                                                    ------------   ------------
                                                    $ 27,521,573   $ 25,972,543
                                                    ============   ============
   Liabilities and Stockholders' Equity
Current liabilities:
   Current installments of long-term debt           $    227,015   $    228,723
   Accounts payable                                    2,013,466      1,500,863
   Income taxes payable                                  281,325        493,553
   Accrued expenses                                      894,411        719,416
   Customer advance payments                           1,018,586      1,003,539
                                                    ------------   ------------
           Total current liabilities                   4,434,803      3,946,094

Postretirement benefit obligation                      1,181,276      1,181,276
Long-term debt, less current installments                453,335        453,335
Deferred income taxes                                     21,855         64,508
                                                    ------------   ------------
           Total liabilities                           6,091,269      5,645,213
                                                    ------------   ------------
Stockholders' equity:
   Common stock of $.01 par value.  Authorized
     12,000,000 shares; issued 5,125,716 shares
     at September 30, 1997 and 5,012,116 shares
     at June 30, 1997                                     51,257         50,121
   Additional paid-in capital                         15,926,501     15,584,262
   Retained earnings                                   7,464,623      6,705,024
                                                    ------------   ------------
                                                      23,442,381     22,339,407
   Less cost of 892,274 shares in treasury
     at September 30, 1997 and June 30, 1997           2,012,077      2,012,077
                                                    ------------   ------------
           Total stockholders' equity                 21,430,304     20,327,330
                                                    ------------   ------------
                                                    $ 27,521,573   $ 25,972,543
                                                    ============   ============

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, 1997 and 1996
                                   Unaudited

                                                           
                                                     1997             1996
                                                --------------   --------------
Net Sales                                       $    7,721,323   $    5,065,641
                                                                     
Cost of sales                                        4,853,726        3,572,094
                                                --------------   --------------
    Gross profit                                     2,867,597        1,493,547
                                                                     
Operating expenses:                                                   
    Marketing                                          939,966          668,118
    Research and development                           188,768          108,340
    General and administrative                         641,305          504,176
                                                --------------   --------------
          Total operating expenses                   1,770,039        1,280,634
                                                --------------   --------------
                                                                     
Operating income                                     1,097,558          212,913
                                                                     
Interest expense                                       (24,586)         (22,452)
Other income                                            61,627           19,067
                                                --------------   --------------
      Income before income taxes                     1,134,599          209,528
                                                                     
      Income tax expense                               375,000             --
                                                --------------   --------------
      Net income                                $      759,599   $      209,528
                                                ==============   ==============
Net income per common and common                                       
  share equivalent                              $          .17   $          .05
                                                ==============   ==============

Shares used in computing net income per 
  common and common equivalent share                 4,504,401        4,103,190
                                                ==============   ==============
Dividends per share                             $         --     $         --
                                                ==============   ==============
                                                                      
See accompanying notes to consolidated condensed financial statements.  


                                       4

<PAGE>

                     ANAREN MICROWAVE, INC. AND SUBSIDIARIES
                 Consolidated Condensed Statements of Cash Flows
                               Three Months Ended
                    September 30, 1997 and September 30, 1996
                                   Unaudited

                                                        1997           1996
                                                    -----------     -----------
Cash Flows from operating activities:           
   Net income                                       $   759,599     $   209,528
   Adjustments to reconcile net income          
     to net cash provided by operating activities:                     
       Depreciation and amortization                    312,544         322,085 
         Deferred income taxes                           94,943            --   
       Changes in operating assets and liabilities:
         Receivables                                   (162,847)       (953,067)
         Refundable income taxes                           --           320,945 
         Inventories                                 (1,188,212)        222,293 
         Prepaid expenses                               (81,151)        (41,579)
         Other assets                                     1,160           2,515
         Accounts payable                               512,603         343,927 
         Income taxes payable                          (212,228)           --   
         Accrued expenses                               174,995          68,359 
         Customer advance payments                       15,047         123,697 
                                                    -----------     ----------- 
                             
         Net cash provided by               
           operating activities                         226,453         618,703
                                                    -----------     ----------- 
Cash flows from investing activities:           
   Capital expenditures                                (377,608)       (215,130)
                                                    -----------     -----------
           Net cash used in                     
             investing activities                      (377,608)       (215,130)
                                                    -----------     -----------
                                                
Cash flows from financing activities:           
   Principal payments on long-term debt                  (1,708)        (97,343)
   Proceeds from issuance of common stock               343,375           5,500
                                                    -----------     -----------
           Net cash provided by (used in)       
             financing activities                       341,667         (91,843)
                                                    -----------     -----------
                                                
           Net increase in cash                 
             and cash equivalents                       190,512         311,730
                                                
Cash and cash equivalents                       
  at beginning of period                              3,807,004       1,739,569
                                                    -----------     -----------
Cash and cash equivalents                       
  at end of period                                  $ 3,997,516     $ 2,051,299
                                                    ===========     ===========
                                                
SUPPLEMENTAL DISCLOSURES OF                     
  CASH FLOW INFORMATION:                        
   Cash Paid During the Period For:             
     Interest                                       $     8,037     $     8,115
                                                    ===========     ===========
     Income taxes                                   $   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,  1997,  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 1997 Annual  Report to  Stockholders.  The result of  operations  for the
three months ended  September  30, 1997 are not  necessarily  indicative  of the
results for the entire fiscal year ending June 30, 1998,  or any future  interim
period.

The income tax rate of 33% utilized for interim financial statement purposes for
the three  months  ended  September 30, 1997 is based on estimates of income and
utilization of tax credits for the entire year.

NOTE 1:   Inventories

          Inventories at September 30, 1997 and June 30, 1997 are summarized as
          follows:

                                                 Sept. 30            June 30
                                                -----------        -----------
                                      
              Raw materials                     $ 3,719,940        $ 3,684,807
              Work in process                     4,084,331          3,072,231
              Finished goods                      1,119,948            978,969
                                                -----------        -----------
                                                $ 8,924,219        $ 7,736,007
                                                ===========        ===========

NOTE 2:   Property, Plant and Equipment

          Property, plant and equipment at September 30, 1997 and June 30, 1997
          are summarized as follows:

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

              Land and land improvements         $  1,362,050      $  1,362,050
              Buildings and improvements            5,129,221         5,129,221
              Machinery and equipment              23,966,510        23,588,902
                                                 ------------      ------------
                                                 $ 30,457,781      $ 30,080,173
                                                 ============      ============


                                       6
<PAGE>

NOTE 3:   Long-Term Debt

          Long-term debt at September 30, 1997 and June 30, 1997 is comprised of
          the following:

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

              Term loan                                  $ 680,001     $ 680,001
            
              Capitalized lease obligation                     349         2,057
                                                         ---------     ---------
                                                           680,350       682,058
            
              Less current installments                    227,015       228,723
                                                         ---------     ---------
                                                         $ 453,335     $ 453,335
                                                         =========     =========

NOTE 4:   Net Income Per Share

          Net income per common and common equivalent share are computed using
          the weighted average number of shares outstanding adjusted for the
          incremental shares attributed to outstanding options to purchase
          common stock pursuant to the treasury stock method, unless the results
          would be anti-dilutive or not material. Common equivalent shares
          consist of outstanding stock options.

NOTE 5:   Income Taxes

          Deferred tax assets and liabilities at September 30, 1997 and June 30,
          1997 are summarized as follows:

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

          Gross deferred tax assets                  $ 1,690,380    $ 1,889,632 
          Less valuation allowance                       468,928        583,104
                                                     -----------    -----------
               Net deferred tax assets                 1,221,452      1,306,528
                                                    
          Gross deferred tax liabilities               (848,849)       (838,982)
                                                     -----------    -----------
               Net deferred taxes                    $   372,603    $   467,546
                                                    
          Presented as:                             
            Current deferred tax asset                   394,458        532,054
            Long-term deferred tax liability             (21,855)       (64,508)
                                                     -----------    -----------
                                                     $   372,603    $   467,546
                                                     ===========    ===========

          The valuation allowance for the deferred tax assets as of September
          30, 1997 and June 30, 1997 was $468,928 and $583,104, respectively.
          The net change in the total valuation allowance for the three months
          ended September 30, 1997 was a decrease of $114,176. In assessing the
          realizability of deferred tax assets, management considers whether it
          is more likely than not that some portion or all of the deferred tax
          assets will not be realized. The ultimate realization of deferred tax
          assets is dependent upon the 


                                       7
<PAGE>

          generation of future taxable income during the periods in which those
          temporary differences become deductible. Management considers the
          scheduled reversal of deferred tax liabilities, projected future
          taxable income, and tax planning strategies in making this assessment.
          Based upon the level of historical taxable income and projections for
          future taxable income over the periods which the deferred tax assets
          are deductible, management believes it is more likely than not the
          Company will realize the benefits of these deductible differences, net
          of the existing valuation allowances at September 30, 1997.

NOTE 6:   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, 1997 and 1996 are summarized as
          follows:

                                                          Sept. 30     Sept. 30
                                                            1997         1996 
                                                         ---------    ---------
          Gross research and development expenses        $ 306,601    $ 174,323
          Technology development contract fees            (117,833)     (65,983)
                                                         ---------    ---------
             Net research and development expense        $ 188,768    $ 108,340
                                                         =========    =========


                                       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, 1996 and 1997 and its financial  condition
at  September  30,  1997.  This review  should be read in  conjunction  with the
accompanying  consolidated condensed financial statements,  the related notes to
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.

Overview

The consolidated  condensed financial statements present the financial condition
of the Company as of September 30 and June 30, 1997 and the consolidated results
of operations and cash flows of the Company for the three months ended September
30, 1997 and 1996.

Operations  for the first quarter of fiscal 1998 were  highlighted by continuing
escalation of commercial  Wireless  sales,  a resurgence of Defense  Electronics
sales and a  significant  improvement  in net income  over the first  quarter of
fiscal 1997.

Net sales for the first quarter ended  September  30, 1997 were  $7,721,000,  up
52%, from net sales of $5,066,000 for the same quarter in the previous year. The
Company  recorded  earnings of $760,000 for the first  quarter of fiscal 1998, a
262% increase over earnings of $210,000 for the first quarter of fiscal 1997.

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
                                                         1997            1996
                                                       -------         -------
Net sales                                               100.0%          100.0%

Cost of sales                                            62.9%           70.5%
                                                       -------         -------
    Gross profit                                         37.1%           29.5%

Operating expenses
  Marketing                                              12.2%           13.2%
  Research and development                                2.4%            2.2%
  General and administrative                              8.3%            9.9%
                                                       -------         -------
         Total operating expenses                        22.9%           25.3%

Operating income                                         14.2%            4.2%

Other income (expense)                                    0.5%           -0.1%
                                                       -------         -------
    Income before income taxes                           14.7%            4.1%

    Income tax expense                                    4.9%            0.0%
                                                       -------         -------
    Net income                                            9.8%            4.1%
                                                       =======         =======


                                       9
<PAGE>

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

                                                Three Months Ended
                                              ---------------------
                                              Sept. 30     Sept. 30
                                                1997         1996
                                              --------     --------

Wireless                                      $  3,599     $    862
Satellite Communications                         1,496        2,478
Defense Electronics                              2,626        1,726
                                              --------     --------

                                              $  7,721     $  5,066
                                              ========     ========

Three Months ended  September 30, 1997 Compared to Three Months Ended  
September 30, 1996

Net Sales.  Net sales increased 51.0% to $7.7 million for the three months ended
September  30, 1997 from $5.1 million for the three months ended  September  30,
1996. Sales of wireless  products consist of surface mount and custom components
used in building  wireless  base station  equipment.  Wireless  sales  increased
317.6% to $3.6  million  for the three  months  ended  September  30,  1997 form
$862,000 for the three months ended  September 30, 1996. The increase was due to
continued  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 communication.  Satellite  Communications sales decreased 40.0% to $1.5
million for the three months ended  September 30, 1997 from $2.5 million for the
three  months  ended  September  30,  1996.  The  decrease  was a result  of the
completion  of the initial  product  order for the  Iridium  program in the last
quarter of fiscal  1997,  and a delay  from the first to the  second  quarter of
approximately  $900,000 in shipments of parts for satellite  programs for Harris
and  Hughes  Space  and  Communications  International,  Inc.  Sales of  Defense
Electronic  products  consist  of  Digital  Frequency  Discriminators  ("DFDs"),
Digital RF Memories  ("DRFMs"),  ESM receivers and Microwave  Integrated  Circut
components  ("MICs").  Defense Electronics sales increased 52.9% to $2.6 million
for the three  months ended  September  30, 1997 from $1.7 million for the three
months  ended  September  30,  1996.  The  increase  was a result  of  increased
shipments of DFDs and DRFMs for foreign  sales of the Airborne  Self  Protection
Jammer ("ASPJ") system.

Gross Profit.  Cost of sales  consists  primarily of  engineering  design costs,
material,  fabrication  costs,  assembly  costs  and test  costs.  Gross  profit
increased  91.7% to $2.9 million for the three months ended  September  30, 1997
from $1.5 million for the three months ended  September  30, 1996.  Gross margin
was 37.1% for the three months ended  September  30, 1997  compared to 29.5% for
the three months ended  September 30, 1996. The increase in gross margin was due
to economies of scale achieved due to higher volume in the Wireless group.

Marketing.  Marketing  expenses  consist  mainly of employee  related  expenses,
commissions  paid to sales  representatives,  trade show  expenses,  advertising
expenses and related travel  expenses.  Marketing  expenses  increased  40.7% to
$940,000 (12.2% of net sales) for the three months ended September 30, 1997 from
$668,000 (13.2% of net sales) for the three months ended September 30, 1996. The
increase is a result of higher  commission and advertising  expenses  related to
increased sales volume and further development of the marketing  organization to
support the Company's expanding commercial markets.


                                       10
<PAGE>

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 75.0% to $189,000
(2.4% of net sales) for the three months ended September 30, 1997, from $108,000
(2.2% of net sales) for the three months ended September 30, 1996.  Research and
development  expesnes  expanded to support the  increased  development  expenses
expanded  to  support  the  increased  development  of  wireless  infrastructure
products.

General and Administrative.  General and administrative expenses increased 27.2%
to $641,000  (8.3% of net sales) for the three months ended  September  30, 1997
compared to $504,000  (9.9% of net sales) for the three months  ended  September
30, 1996.  General and  administrative  expense  increased  due to the hiring of
additional  employees,  increased staffing levels,  higher professional fees and
increased compensation levels for existing personnel.

Interest  Expense.  Interest expense  represents  interest paid on the Company's
outstanding term loan and letter of credit.  Interest expense increased 13.7% to
$25,000  (0.3% of net sales) for the three months ended  September 30, 1997 from
$22,000 (0.4% of net sales) for the three months ended September 30, 1996.


                                       11
<PAGE>

Other Income.  Other income is primarily  interest  income  received on invested
cash balances.  Other income increased 221.4% to $61,000 (0.8% of net sales) for
the three months ended  September  30, 1997 from $19,000 (0.3% of net sales) for
the three months ended  September 30, 1996,  due to a higher level of investable
cash balances in the current year.

Income Taxes.  Income tax expense for the three months ended  September 30, 1997
was  $375,000  (4.9% of net sales),  an  effective  tax rate of 33%. The Company
incurred no income tax for the three months ended  September 30, 1996 due to the
utilization   of  the  remainder  of  its  available  loss   carryforwards   and
substantially all of its available tax credits in fiscal 1997.

Liquidity and Capital Resources

The Company has financed its operations for the three months ended September 30,
1997 primarily from cash flow from  operations.  Net cash provided by operations
for the  three  months  ended  September  30,  1997 and the three  months  ended
September 30, 1996 were $227,000 and $619,000,  respectively.  The positive cash
flow from  operations in both the first three months of fiscal 1997 and 1996 was
due primarily to the profit attained in both years.  The relatively  lower level
of cash  provided by  operations  in the first three months ended  September 30,
1997, compared to the first three months of fiscal 1997, resulted primarily from
continuing increases in inventory levels due to the higher production levels.

Net cash used in investing  activities  consists soley of capital  expenditures.
Capital equipment additions in the three months ended September 30, 1997 and the
three months ended September 30, 1996 were $378,000 and $215,000,  respectively.
These capital  investments  primarily  consisted 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 initial production
of the ASPJ program.

Cash Provided by financing  activities for the three months ended  September 30,
1997 was  $342,000  and was  primarily  cash  generated by the exercise of stock
options,  while cash used in  financing  activities  for the three  months ended
September  30, 1996 was $92,000 and mainly  consisted of payment on  capitalized
lease obligations.

During the remainder of fiscal 1998, the Company's major cash  requirements will
be for  additions  to  capital  equipment;  inventory  growth and  repayment  of
long-term  debt.  Capital  equipment  additions  for the current  year have been
budgeted at  $1,500,000  and,  through the first  three  months of fiscal  1998,
approximately  $378,000  has been  expended,  all of which  was  funded  by cash
generated  from  operations.  Capital  equipment  additions for the remainder of
fiscal 1998 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.

In October 1996,  the Company  entered into an agreement  for a credit  facility
with a bank providing for a $3,000,000  working capital revolving line of credit
bearing  interest at prime + 1% maturing on November  30,  1998,  and a $907,000
term loan payable in  semi-annual  installments  of $113,333  through May, 2000,
bearing interest at prime plus 1.25%. The proceeds of the term loan were used to
refinance the existing  Onondaga County  Industrial  Development  Agency revenue
bonds of the  Company,  while  the  revolving  credit  facility  will be used to
supplement short-term working capital needs brought about by the expected growth
in production and sales volumes.  Borrowings  under the new credit  facility are
secured by substantially all the assets of the Company.


                                       12
<PAGE>

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, 1997.

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.  123,
Accounting for Stock-based  Compensation ("SFAS 123"),  beginning with the first
quarter of fiscal  1997.  Upon  adoption of SFAS 123,  the Company  continued to
measure  compensation  expense for its stock-based  employee  compensation plans
using the intrinsic value method  prescribed by APB No. 25, Accounting for Stock
Issued to Employees.  The Consolidated  Financial Statements appearing elsewhere
in this Prospectus include pro forma disclosures of the effect on net income and
earnings per share as if the fair value-based  method prescribed by SFAS 123 has
been applied in measuring compensation expense.

Statement  of  Financial   Accounting  Standard  No.  128,  Earnings  Per  Share
(Statement  128),  was issued in February  1997.  Statement  128  specifies  the
computation,  presentation,  and disclosure requirements for earnings per share.
Adoption of  Statement  128 will be required  for the Company  beginning  in the
second quarter of fiscal 1998. Adoption of Statement 128 is not expected to have
a material effect on the Company's operating results. 

Additionally,  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.

Forward-Looking Cautionary Statement

In an effort to provide  investors  a  balanced  view of the  Company's  current
condition and future growth  opportunities,  this first quarter report  includes
comments by the Company's  management  about future  performance.  Because these
statements are forward-looking statements,  management's forecasts involve risks
and  uncertainties,  and  actual  results  could  differ  materially  from those
predicted in the forward-looking statements.  Among the 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, 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.


                                       13
<PAGE>
PART II - OTHER INFORMATION

Item 6.                Exhibits and Reports on Form 8-K

Item 6(a)              Exhibits

Exhibit No. 10.12      Employment Agreement dated as of October 7, 1997 between
                       the Company and Hugh A. Hair.

Exhibit No. 27         Financial Data Schedule for the three month period ended 
                       September 30, 1997.

Item 6(b)              Reports on Form 8K

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


                                       14
<PAGE>

                                   SIGNATURES

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

                                         Anaren Microwave, Inc.
                                         (Registrant)




Date:  October 29, 1997                  /s/ Lawrence A. Sala
                                         ------------------
                                         President & Chief Executive Officer



Date:  October 29, 1997                  /s/Joseph E. Porcello
                                         --------------------
                                         Vice President of Finance & Controller


                                       15
<PAGE>

                                  Exhibit Index

Number                             Description
------                             -----------

10.12             Employment Agreement dated October 7, 1997 between the Company
                  and Hugh A. Hair.

27                Financial Data Schedule for the three month period ended
                  September 30, 1997.