UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A
                                (Amendment No. 1)

(Mark One)

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


For the quarterly period ended March 31, 2006

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

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


--------------------------------------------------------------------------------
              (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 __

      Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act.

Check One: Large accelerated filer __   Accelerated filer X
           Non-accelerated filer __

      Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes __   No X

      The number of shares of Registrant's Common Stock outstanding on May 5,
2006 was 17,189,657.


<PAGE>

Explanatory Note

      The purpose of this amended Quarterly Report on Form10-Q/A of Anaren, Inc.
(the  "Company") is to restate the Company's  consolidated  condensed  financial
statements  for the three and nine months  ended March 31, 2006 ("the  financial
statements") and to modify the related disclosures.  See Note 1 to the financial
statements included in this amended Quarterly Report.

      The restatement arose from the Company's  determination  that an error had
occurred in its accounting treatment for the foreign translation gain recognized
upon final liquidation of its European subsidiary in the quarter ended March 31,
2006. This gain of $735,464,  which was previously recorded in the third quarter
ended March 31, 2006,  should have been recorded in the second quarter of fiscal
2004 ended December 31, 2003 when  substantially  all the physical assets of the
European subsidiary had been liquidated.  As a result of this error, the Company
has  determined  that its net income for the three  months and nine months ended
March 31, 2006 were both overstated.

      The restatement also arose from the Company's  determination that an error
had   occurred  in  the   computer   program   used  by  the  Company  to  value
work-in-process  inventory resulting in a misstatement of inventory. As a result
of this error,  the Company has determined  that its inventory at March 31, 2006
was  overstated.  The Company has also  determined that for the three months and
nine months ended March 31, 2006 its pretax income was understated by $6,426 and
overstated by $284,457, respectively.

      Additionally,  the Company has corrected  certain errors in accounting for
income  taxes   related  to  the   expiration   of  the  federal   research  and
experimentation tax credit at the end of calendar 2005.

      This amended Quarterly Report does not update or discuss any other Company
developments after the date of the original filing. All information contained in
this amended  Quarterly  Report and the original  Quarterly Report is subject to
updating and  supplementing as provided in the periodic reports that the Company
has filed and will file after the original  filing date with the  Securities and
Exchange Commission.


                                       2
<PAGE>

                          ANAREN, INC. AND SUBSIDIARIES

                                      INDEX

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

    Item 1.  Financial Statements

             Consolidated Condensed Balance Sheets as of                    4
             March 31, 2006 (restated) and June 30, 2005 (revised)

             Consolidated Condensed Statement of Earnings                   5
             for the Three Months Ended March 31, 2006 (restated)
             and 2005 (unaudited)

             Consolidated Condensed Statements of Earnings                  6
             for the Nine Months Ended March 31,
             2006 (restated) and 2005 (unaudited)

             Consolidated Condensed Statements of Cash Flows                7
             for the Nine Months Ended March 31,
             2006 (restated) and 2005 (unaudited)

             Notes to Consolidated Condensed Financial                      8
             Statements (unaudited)

    Item 2.  Management's Discussion and Analysis                          21
             of Financial Condition and Results of Operations

    Item 3.  Quantitative and Qualitative Disclosures About Market Risk    33

    Item 4.  Controls & Procedures                                         34

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

    Item 1A. Risk Factors                                                  35

    Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds   35

    Item 4.  Submission of Matters to a Vote of Security Holders           35

    Item 6.  Exhibits                                                      35

  Officer Certifications                                                 37 - 40


                                       3
<PAGE>

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                          ANAREN, INC. AND SUBSIDIARIES
                      Consolidated Condensed Balance Sheets
                        March 31, 2006 and June 30, 2005

<TABLE>
<CAPTION>
                Assets                                                  March 31, 2006            June 30, 2005
                ------                                                  --------------            -------------
                                                                    (Restated - See note 1)         (Revised)
                                                                         (Unaudited)
<S>                                                                      <C>                       <C>
Current assets:
    Cash and cash equivalents                                            $   7,762,295             $   5,900,841
    Securities available for sale (note 4)                                  35,094,112                16,200,000
    Securities held to maturity (note 4)                                    32,608,063                36,307,880
    Receivables, less allowance of $113,189
      at March 31, 2006 and $213,099 at June 30, 2005                       15,611,714                14,780,146
    Inventories (note 5)                                                    21,843,120                19,403,348
    Other receivables                                                          958,174                 1,144,680
    Deferred income taxes                                                      664,792                   686,411
    Prepaid expenses                                                           554,329                   662,247
    Other current assets                                                       675,292                   423,000
                                                                         -------------             -------------
                Total current assets                                       115,771,891                95,508,553

Securities available for sale (note 4)                                              --                 3,500,000
Securities held to maturity (note 4)                                         5,502,468                20,100,547
Property, plant and equipment, net (note 5)                                 25,689,775                24,983,653
Goodwill                                                                    30,715,861                30,715,861
Other intangible assets, net of accumulated amortization
    of $2,601,378 at March 31, 2006
    and $2,351,725 at June 30, 2005 (note 2)                                   423,588                   673,241
                                                                         -------------             -------------
                Total assets                                             $ 178,103,583             $ 175,481,855
                                                                         =============             =============
      Liabilities and Stockholders' Equity
      ------------------------------------
Current liabilities:
    Accounts payable                                                     $   5,167,651             $   6,077,313
    Accrued expenses (note 7)                                                2,475,492                 2,331,885
    Income taxes payable                                                     1,465,796                 1,501,088
    Customer deposits                                                          483,722                        --
    Other current liabilities (note 9)                                         447,847                 1,044,759
                                                                         -------------             -------------
                Total current liabilities                                   10,040,508                10,955,045
Deferred income taxes                                                        1,853,090                 1,627,304
Pension and postretirement benefit obligation                                3,954,179                 3,253,188
Other liabilities (note 9)                                                     692,973                   567,755
                                                                         -------------             -------------
                Total liabilities                                           16,540,750                16,403,292
                                                                         -------------             -------------
Stockholders' equity:
    Common stock of $.01 par value.  Authorized
       200,000,000 shares; issued 26,275,968 shares
       at March 31, 2006 and 26,070,764 at June 30, 2005                       262,760                   260,708
    Additional paid-in capital                                             173,529,734               171,333,975
    Unearned compensation                                                     (197,679)                 (248,578)
    Retained earnings                                                       66,883,687                59,395,271
    Accumulated other comprehensive income (loss)                            1,067,622                (1,483,003)
                                                                         -------------             -------------
                                                                           241,546,124               229,258,373
    Less cost of 9,249,643 and 8,553,058 treasury shares
      at March 31, 2006 and June 30, 2005, respectively                     79,983,291                70,179,810
                                                                         -------------             -------------
                Total stockholders' equity                                 161,562,833               159,078,563
                                                                         -------------             -------------
                Total liabilities and stockholders' equity               $ 178,103,583             $ 175,481,855
                                                                         =============             =============
</TABLE>

See accompanying notes to consolidated condensed financial statements.


                                       4
<PAGE>

                          ANAREN, INC. AND SUBSIDIARIES
                  Consolidated Condensed Statements of Earnings
                               Three Months Ended
                             March 31, 2006 and 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        March 31, 2006             March 31, 2005
                                                                        --------------             --------------
                                                                    (Restated - See note 1)
<S>                                                                      <C>                        <C>
Net sales                                                                $ 26,701,083               $ 21,783,418

Cost of sales                                                              16,451,676                 14,630,770
                                                                         ------------               ------------
        Gross profit                                                       10,249,407                  7,152,648
                                                                         ------------               ------------

Operating expenses:
        Marketing                                                           1,806,587                  1,513,274
        Research and development                                            2,187,966                  1,635,048
        General and administrative                                          2,756,279                  2,256,819
                                                                         ------------               ------------
              Total operating expenses                                      6,750,832                  5,405,141
                                                                         ------------               ------------

Operating income                                                            3,498,575                  1,747,507

Other income, primarily interest                                              620,172                    558,166
Interest expense                                                               (6,143)                    (6,143)
                                                                         ------------               ------------
              Total other income                                         $    614,029               $    552,023
                                                                         ------------               ------------

Income before income taxes                                                  4,112,604                  2,299,530

Income tax expense                                                            942,000                    439,000
                                                                         ------------               ------------
Net income from continuing operations                                    $  3,170,604               $  1,860,530
                                                                         ------------               ------------
Discontinued operations:
  Income from discontinued operations
    of Anaren Europe (note 13)                                                 81,713                         --
                                                                         ------------               ------------
Net income                                                               $  3,252,317               $  1,860,530
                                                                         ============               ============
Basic earnings per share:
  Income from continuing operations                                      $       0.19               $       0.10
  Income from discontinued operations                                              --                         --
                                                                         ------------               ------------
    Net income                                                           $       0.19               $       0.10
                                                                         ============               ============
Diluted earnings per share:
  Income from continuing operations                                      $       0.19               $       0.09
  Income from discontinued operations                                              --                         --
                                                                         ------------               ------------
    Net income                                                           $       0.19               $       0.09
                                                                         ============               ============
Shares used in computing net earnings per share:
        Basic                                                              16,946,993                 19,336,007
                                                                         ============               ============
        Diluted                                                            17,547,333                 19,801,542
                                                                         ============               ============
</TABLE>

See accompanying notes to consolidated condensed financial statements.


                                       5
<PAGE>

                          ANAREN, INC. AND SUBSIDIARIES
                  Consolidated Condensed Statements of Earnings
                                Nine Months Ended
                             March 31, 2006 and 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         March 31, 2006            March 31, 2005
                                                                         --------------            --------------
                                                                     (Restated - See note 1)
<S>                                                                         <C>                       <C>
Net sales                                                                   $76,334,454               $70,340,797

Cost of sales                                                                48,684,975                48,536,159
                                                                            -----------               -----------
        Gross profit                                                         27,649,479                21,804,638
                                                                            -----------               -----------

Operating expenses:
        Marketing                                                             5,290,326                 5,150,892
        Research and development                                              6,491,045                 4,667,230
        General and administrative                                            7,771,713                 6,500,755
        Restructuring (note 7)                                                       --                   458,335
                                                                            -----------               -----------
              Total operating expenses                                       19,553,084                16,777,212
                                                                            -----------               -----------

Operating income                                                              8,096,395                 5,027,426
Other income, primarily interest                                              1,744,738                 1,090,937
Interest expense                                                                (18,429)                  (21,785)
                                                                            -----------               -----------
              Total other income                                              1,726,309                 1,069,152
                                                                            -----------               -----------

Income before income taxes                                                    9,822,704                 6,096,578

Income tax expense                                                            2,416,000                 1,274,000
                                                                            -----------               -----------

Net income from continuing operations                                       $ 7,406,704               $ 4,822,578
                                                                            ===========               ===========

Discontinued operations:
  Income from discontinued operations
    of Anaren Europe (note 13)                                                   81,713                        --
                                                                            -----------               -----------
Net income                                                                  $ 7,488,417               $ 4,822,578
                                                                            ===========               ===========

Basic earnings per share:
  Income from continuing operations                                         $      0.43               $      0.24
  Income from discontinued operations                                              0.01                        --
                                                                            -----------               -----------
    Net income                                                              $      0.44               $      0.24
                                                                            ===========               ===========

Diluted earnings per share:
  Income from continuing operations                                         $      0.42               $      0.24
  Income from discontinued operations                                                --                        --
                                                                            -----------               -----------
    Net income                                                              $      0.42               $      0.24
                                                                            ===========               ===========

Shares used in computing net earnings per share:
        Basic                                                                17,124,494                19,689,024
                                                                            ===========               ===========
        Diluted                                                              17,623,362                20,217,742
                                                                            ===========               ===========
</TABLE>

See accompanying notes to consolidated condensed financial statements.


                                       6
<PAGE>

                          ANAREN, INC. AND SUBSIDIARIES
                 Consolidated Condensed Statements of Cash Flows
                                Nine Months Ended
                             March 31, 2006 and 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       March 31, 2006           March 31, 2005
                                                                       --------------           --------------
                                                                   (Restated - See note 1)
<S>                                                                     <C>                      <C>
Cash flows from operating activities:
     Net income                                                         $  7,488,417             $  4,822,578
     Net income from discontinued operations                                  81,713                       --
                                                                        ------------             ------------
     Net income from continuing operations                                 7,406,704                4,822,578
     Adjustments to reconcile net income from continuing
       operations to net cash provided by operating activities:
         Depreciation                                                      3,593,626                3,676,678
         Impairment loss                                                          --                  272,118
         Amortization of intangibles                                         249,653                  487,427
         Loss on sale of equipment                                            15,875                   67,397
         Loss on sale of securities available for sale                            --                  342,711
         Deferred income taxes                                               247,405                  218,337
         Equity based compensation                                         2,590,491                   39,077
         Provision for doubtful accounts                                     (12,613)                  84,124
         Tax benefit from exercise of stock options                               --                   13,536
         Changes in operating assets and liabilities:
           Receivables                                                      (818,955)                 783,753
           Inventories                                                    (2,439,772)              (3,111,932)
           Other receivables                                                 186,506                  106,278
           Other current assets                                             (186,108)                 198,372
           Accounts payable                                                 (876,135)              (2,308,380)
           Accrued expenses                                                  143,607                 (877,045)
           Income taxes payable                                              (35,292)                 318,353
           Customer advance payments                                         483,722                 (407,536)
           Other liabilities                                                 700,990                  163,169
           Postretirement benefit obligation                                (284,533)                (264,603)
                                                                        ------------             ------------
             Net cash provided by operating activities
               from continuing operations                                 10,965,171                4,624,412
     Net cash used in operating activities
       from discontinued operations                                          (97,241)                      --
                                                                                                 ------------
     Net cash provided by operating activities                            10,867,930                4,624,412

Cash flows from investing activities:
     Capital expenditures                                                 (4,316,623)              (8,258,546)
     Proceeds from sale of equity securities                                   1,000                2,746,130
     Proceeds from sale of equipment                                              --                  160,000
     Maturities of marketable debt and auction rate securities            77,172,784               89,422,942
     Purchase of marketable debt and auction rate securities             (74,269,000)             (80,225,097)
                                                                        ------------             ------------
             Net cash provided by (used in) investing activities          (1,411,839)               3,845,429
                                                                        ------------             ------------
Cash flows from financing activities:
     Stock options exercised                                               1,783,491                  180,771
     Tax benefit from exercise of stock options                              378,318                       --
     Purchase of treasury stock                                           (9,803,481)             (20,900,147)
                                                                        ------------             ------------
             Net cash used in financing activities                        (7,641,672)             (20,719,376)
                                                                        ------------             ------------

     Effect of exchange rates                                                 47,035                   (2,151)
                                                                        ------------             ------------
             Net increase (decrease) in cash and cash equivalents          1,861,454              (12,251,686)
Cash and cash equivalents at beginning of period                           5,900,841               23,303,263
                                                                        ------------             ------------
Cash and cash equivalents at end of period                              $  7,762,295             $ 11,051,577
                                                                        ============             ============
Supplemental Disclosures of Cash Flow Information:
     Cash Paid During the Period For:
       Interest                                                         $     12,286             $     21,785
                                                                        ============             ============
       Income taxes, net of refunds                                     $  1,802,569             $    742,036
                                                                        ============             ============
</TABLE>

See accompanying notes to consolidated condensed financial statements.


                                       7
<PAGE>

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

The consolidated  condensed  financial  statements are unaudited and reflect all
adjustments (consisting only of normal recurring adjustments and those described
in note 1 herein) 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 Annual Report on Form 10-K for
the fiscal  year ended June 30,  2005.  The results of  operations  for the nine
months ended March 31, 2006 are not  necessarily  indicative  of the results for
the entire fiscal year ending June 30, 2006, or any future interim period.

The income tax rates utilized for interim financial  statement  purposes for the
nine months  ended March 31, 2006 and 2005 are based on  estimates of income and
utilization of tax credits for the entire year.

NOTE 1: Restatement of Financial Statements

The Company has determined  that an error occurred  related to the timing of the
recording of the foreign  currency  translation  adjustment gain recognized upon
final  liquidation  of its European  subsidiary  in the quarter  ended March 31,
2006.  This gain,  which amounted to $735,464,  was  previously  recorded in the
third quarter of fiscal 2006, and upon further review should  properly have been
recorded in the second  quarter of fiscal 2004 (three months ended  December 31,
2003) when substantially all the physical assets of the European corporation had
been liquidated.  As a result of this error, the Company has determined that its
net income for the three and nine months ended March 31, 2006 was overstated.

The Company also determined  that an error had occurred in the computer  program
used  by  the  Company  to  value  work-in-process  inventory,  resulting  in  a
misstatement of inventory. As a result of this error, the Company has determined
that its inventory at March 31, 2006 and its net income for the three months and
nine months ended March 31, 2006 were both overstated.

Additionally,  the Company has corrected certain errors in accounting for income
taxes related to the expiration of the Research and Experimentation  federal tax
credits  at the end of  calendar  2005,  which had  previously  been  considered
immaterial.

The Company's previously issued consolidated  condensed financial statements for
the three and nine months ended March 31, 2006 have been restated to correct the
accounting for the following items:

      o     Recording  in the third  quarter and the first nine months of fiscal
            2006 a $735,464 reduction in income from discontinued  operations of
            Anaren  Europe  to  correct  the  timing of the  recognition  of the
            remaining  foreign currency  translation  adjustment gain upon final
            liquidation of that corporation.

      o     Recording in the third  quarter of fiscal 2006 a $284,457  reduction
            in  inventory  to  correct  an  overstatement   of   work-in-process
            inventory  at March 31,  2006  caused  by an error in the  Company's
            inventory valuation software. Additionally, $6,426 was recorded as a
            reduction in cost of sales affecting the third quarter, and $284,457
            was recorded as  additional  cost of sales for the first nine months
            of fiscal 2006.


                                       8
<PAGE>

      o     Recording in the third  quarter and first nine months of fiscal 2006
            increases in income tax expense of $50,000 and $7,000, respectively,
            due to the reduction in taxable income caused by the inventory error
            correction  and the addition to tax expense to properly  reflect the
            expiration of the research and experimentation  credit at the end of
            calendar 2005.

      o     Recording an increase in taxes  payable of $7,000 as a result of the
            increase in income tax  expense for the nine months  ended March 31,
            2006.

The following tables summarize the effect of the restatement  adjustments on the
consolidated  condensed  financial  statements  as of and for the three and nine
months ended March 31, 2006:

<TABLE>
<CAPTION>
                                                                   Three Months Ended March 31,
                                                                   ----------------------------
                                                                      2006              2006
                                                                      ----              ----
                                                                  (Previously
                                                                    Reported)        (Restated)
<S>                                                                <C>               <C>
Cost of sales                                                      $16,458,102       $16,451,676
Gross profit                                                        10,242,981        10,249,407
Operating income                                                     3,492,149         3,498,575
Income before income taxes                                           4,106,178         4,112,604
Income tax expense                                                     892,000           942,000
Net income from continuing operations                                3,214,178         3,170,604
Income from discontinued operations of Anaren Europe                   817,177            81,713
Net income                                                         $ 4,031,355       $ 3,252,317
Basic earnings per share:
         Income from continuing operations                         $      0.19       $      0.19
         Income from discontinued operations                       $      0.05       $      0.00
                  Net Income                                       $      0.24       $      0.19
Diluted earnings per share
         Income from continuing operations                         $      0.18       $      0.19
         Income from discontinued operations                       $      0.05       $      0.00
                  Net income                                       $      0.23       $      0.19
</TABLE>


                                       9
<PAGE>

<TABLE>
<CAPTION>
                                                                     Nine Months Ended March 31,
                                                                     ---------------------------
                                                                        2006             2006
                                                                        ----             ----
                                                                     (Previously
                                                                      Reported)       (Restated)
<S>                                                                  <C>             <C>
Cost of sales                                                        $48,400,518     $48,684,975
Gross profit                                                          27,933,936      27,649,479
Operating income                                                       8,380,852       8,096,395
Income before income taxes                                            10,107,161       9,822,704
Income tax expense                                                     2,409,000       2,416,000
Net income from continuing operations                                  7,698,161       7,406,704
Income from discontinued operations of Anaren Europe                     817,177          81,713
Net income                                                           $ 8,515,338     $ 7,488,417
Basic earnings per share:
         Income from continuing operations                           $      0.45     $      0.43
         Income from discontinued operations                         $      0.05     $      0.01
                  Net Income                                         $      0.50     $      0.44
Diluted earnings per share
         Income from continuing operations                           $      0.43     $      0.42
         Income from discontinued operations                         $      0.05     $      0.00
                  Net income                                         $      0.48     $      0.42
</TABLE>

<TABLE>
<CAPTION>
                                                                           As of March 31,
                                                                           ---------------
                                                                        2006             2006
                                                                        ----             ----
                                                                     (Previously
                                                                      Reported)       (Restated)
<S>                                                                 <C>             <C>
Inventories                                                         $ 22,127,577    $ 21,843,120
Total current assets                                                 116,056,348     115,771,891
Total assets                                                         178,388,040     178,103,583
Income taxes payable                                                   1,458,796       1,465,796
Total current liabilities                                             10,033,508      10,040,508
Total liabilities                                                     16,533,750      16,540,750
Retained earnings                                                     67,175,144      66,883,687
Total stockholders' equity                                           161,854,144     161,562,833
Total liabilities and stockholders' equity                          $178,388,040    $178,103,583
</TABLE>

The  adjustments to the balance sheet and income  statement at and for the three
and nine  months  ended  March 31,  2006 had no impact on total  cash flows from
operating, investing and financing activities.

The restatement of the consolidated financial statements also affected footnotes
5, 10, 13 and 14.

The  balance  sheet at June 30,  2005 has been  revised to reflect the effect of
recording the foreign currency  translation gain in the second quarter of fiscal
2004 instead of the third quarter fiscal 2006 as follows:

                                                     As of June 30,
                                                     --------------
                                                 2005               2005
                                                 ----               ----
                                             (Previously
                                               Reported)         (Restated)

Retained earnings                            $ 58,659,807      $ 59,395,271
Accumulated other comprehensive loss             (747,539)       (1,483,003)


                                       10
<PAGE>

NOTE 2: Intangible Assets

INTANGIBLE ASSETS:

Intangible assets as of March 31, 2006 and June 30, 2005 are as follows:

<TABLE>
<CAPTION>
                                             March 31                       June 30
                                   ---------------------------   ----------------------------
                                   Gross Carrying  Accumulated   Gross Carrying  Accumulated
                                       Amount      Amortization      Amount      Amortization
                                   --------------  -----------   --------------  ------------
<S>                                 <C>             <C>           <C>            <C>
Patent                              $   574,966     $  485,128    $   574,966    $  431,225
Customer Base                         1,350,000      1,031,250      1,350,000       862,500
Trade Name                              320,000        320,000        320,000       320,000
Non-Competition Agreements              180,000        165,000        180,000       138,000
Favorable Lease                         600,000        600,000        600,000       600,000
                                     ----------     ----------     ----------    ----------
  Total                              $3,024,966     $2,601,378     $3,024,966    $2,351,725
                                     ==========     ==========     ==========    ==========
</TABLE>

Intangible asset amortization expense for nine month period ended March 31, 2006
and 2005  aggregated  $249,653 and $487,427,  respectively,  while  amortization
expense for the three  month  period  ended  March 31, 2006 and 2005  aggregated
$83,218 and $83,217, respectively.

Amortization  expense related to intangible assets for the next five years is as
follows:

Year Ending June 30,
               2006                                              $ 332,869
               2007                                              $ 302,874
               2008                                              $  37,498
               2009                                              $      --
               2010                                              $      --

NOTE 3: Equity-Based Compensation

Effective  July  1,  2005,  the  Company  adopted  the  fair  value  recognition
provisions of Statement of Financial  Accounting  Standards No. 123R (SFAS 123R)
on a prospective  basis.  This standard requires the Company to measure the cost
of employee  services  received in exchange for equity awards based on the grant
date fair value of the awards.  The cost is recognized as  compensation  expense
over the vesting period of the awards.

Total equity based  compensation  expense included in operating expenses for the
three months and nine months  ended March 31, 2006 is $864,647  and  $2,590,491,
respectively.  These amounts include $29,634 and $86,901, respectively,  related
to  the  Company's   restricted  stock  program  and  $835,013  and  $2,503,590,
respectively  related to the Company's stock option  program,  for the three and
nine month periods.

As a result of the  adoption  of SFAS  123R,  both  operating  income and income
before  taxes for the three  months and nine  months  ended  March 31, 2006 were
reduced by $835,013 and $2,503,590,  respectively,  while net income was reduced
by $777,986,  or $0.05 per basic and $0.04 per diluted share, for the same three
month  period and  $2,332,510,  or $0.14 per basic and $0.13 per diluted  share,
respectively, for the same nine month period.


                                       11
<PAGE>

Equity based compensation  expense included in operating expenses are classified
as follows on March 31, 2006:

                                             Three Months       Nine Months
                                                Ended              Ended
                                                -----              -----

Cost of goods sold                             $216,115         $  737,631
Marketing                                        67,891            205,357
Research and development                        109,679            237,381
General and administrative                      441,328          1,323,221
                                               --------         ----------
                                               $835,013         $2,503,590
                                               ========         ==========

As of March 31, 2006, there were 2,902,371 stock options  outstanding.  At March
31, 2006, the aggregate value of unvested options,  as determined using a Black-
Scholes option  valuation model was $6,891,744  (net of estimated  forfeitures).
During the nine  months  ended  March 31,  2006,  the  Company  granted  376,000
non-statutory  stock options,  with a fair value of $3,220,546 (net of estimated
forfeitures),  and 53,810  options were  forfeited  and/or  expired.  New option
grants made after July 1, 2005,  as well as option  grants  issued prior to that
date have been valued using a Black-Scholes option valuation model.

Prior to adopting SFAS 123R on July 1, 2005, the Company's equity based employee
compensation  expense was accounted for under the  recognition  and  measurement
principles of APB Opinion No. 25, Accounting for Stock Issued to Employees,  and
related  interpretations.  For the three  months and nine months ended March 31,
2005,  no equity  option based  employee  compensation  cost is reflected in net
income,  as all options  granted under the  Company's  stock option plans had an
exercise price equal to the underlying  common stock price on the date of grant.
The following table  illustrates the effect on net income and earnings per share
if the Company had applied the fair value  recognition  provisions of SFAS 123R,
Accounting for Equity-Based Compensation,  to equity based employee compensation
for the three months and nine months ended March 31, 2005.

<TABLE>
<CAPTION>
                                                Three months ended         Nine Months Ended
                                                  March 31, 2005            March 31, 2005
                                                  --------------            --------------
<S>                                                 <C>                       <C>
Net income, as reported                             $  1,860,530              $4,822,578

Deduct total equity based employee
  compensation expense determined under
  fair   value based method for all awards, net
  of related tax effects                               1,862,920               5,588,760
                                                    ------------              ----------

Pro forma net loss                                  $    (2,390)            $  (766,182)
                                                    ============              ==========
Earnings (loss) per share:
     Basic - as reported                                   $0.10                $0.24
     Basic - pro forma                                     $0.00               $(0.04)

     Diluted - as reported                                 $0.09                $0.24
     Diluted - pro forma                                   $0.00               $(0.04)
</TABLE>

Stock Option Plans

In November 2004, the shareholders approved the amendment and restatement of the
Company's  three existing  stock option plans,  which combined these plans under
one single consolidated equity compensation plan, the Anaren, Inc. Comprehensive
Long-Term  Incentive  Plan. The effect of the amendment and  restatement  was to
combine the separate share pools available for


                                       12
<PAGE>

grant under the three existing  plans into a single grant pool,  expand the type
of equity-based awards the Company may grant and extend the term of the combined
plan to October  31,  2014.  Under the  restated  plan,  the  Company  may issue
incentive stock options, non-statutory stock options, stock appreciation rights,
restricted stock,  performance shares, and performance units. On March 31, 2006,
the Company had 1,325,088 shares available for grant under the restated plan.

Information with respect to these plans are as follows:

<TABLE>
<CAPTION>
                                                                                  Weighted
                                               Total                               average
                                              Shares          Option Price      exercise price
                                              ------          ------------      --------------
<S>                                          <C>              <C>                   <C>
Outstanding at June 30, 2004                 2,796,662        $1.38 to 62.44        $15.53

Issued                                         389,600       $12.05 to 13.43        $12.06
Exercised                                      (98,460)        $1.38 to 9.51        $ 1.26
Expired                                       (220,692)       $8.57 to 62.44        $26.90
Canceled                                       (84,330)       $9.51 to 62.44        $11.28
                                             ---------

Outstanding at June 30, 2005                 2,782,780       $2.27 to $57.59        $14.73

Issued                                         376,000       $11.97 to 15.63        $13.97
Exercised                                     (202,599)       $2.27 to 16.35        $ 8.03
Expired                                        (30,830)       $9.51 to 53.00        $47.35
Canceled                                       (22,980)      $14.73 to 53.00        $14.39
                                             ---------

Outstanding at March 31, 2006                2,902,371       $2.27 to $57.59        $13.14
                                             =========

Shares exercisable at March 31, 2006         1,863,527       $2.27 to $57.59        $15.25
                                             =========
</TABLE>

The following table summarizes significant ranges of outstanding and exercisable
options at March 31, 2006:

<TABLE>
<CAPTION>
                             Options outstanding                                     Options exercisable
---------------------------------------------------------------------------------------------------------------
 Range of exercise         Shares         Weighted average   Weighted average     Shares      Weighted average
       prices                            remaining life in    exercise price                    exercise price
                                               years
---------------------------------------------------------------------------------------------------------------
<S>                       <C>                   <C>              <C>             <C>                 <C>
$1.00 - $5.00               138,800             0.64               $2.28           138,800            2.28
---------------------------------------------------------------------------------------------------------------
$5.01 - $15.00            2,371,851             5.69              $11.62         1,367,931           11.13
---------------------------------------------------------------------------------------------------------------
$15.01 - $40.00             217,120             4.56              $20.07           182,196           20.30
---------------------------------------------------------------------------------------------------------------
$40.01 - $65.00             174,600             4.57              $54.64           174,600           53.12
---------------------------------------------------------------------------------------------------------------
                          2,902,371                                              1,863,527
---------------------------------------------------------------------------------------------------------------
</TABLE>

During the nine months ended March 31, 2006, the per share weighted average fair
value of the  non-statutory  stock options granted was $8.77.  The fair value of
options at the date of the grant was  estimated  using the  Black-Scholes  model
with the following assumptions for the respective period ending March 31:

                                             2006              2005
                                             ----              ----
Expected option life - key employee plan     6.5               5
Expected option life - company-wide plan     6.5               3
Weighted average risk-free interest rate     3.92% - 4.47%     3.22%
Weighted average expected volatility         54.12% - 69.00%   59.75% - 87.57%

For the nine month period ended March 31, 2006,  the Company used the Simplified
Method to estimate the expected term of the expected life of stock option grants
as defined by SEC Staff Accounting Bulletin No. 107,  Share-Based  Payment,  for
each award  granted.  Expected  volatility for the nine month period ended March
31, 2006,  is based on  historical  volatility  levels of the  Company's  common
stock. The risk-free interest rate for the nine month period ended March


                                       13
<PAGE>

31, 2006 is based on the implied yield currently available on U.S. Treasury zero
coupon issues with a remaining term equal to the expected life.

Restricted Stock Grants

On  November  17,  2004,  the  Company  issued a new grant of  23,500  shares of
restricted  stock.  The per-share  price of the grant was $13.60.  The shares of
restricted stock vest after a 36-month period.

On  September  1,  2005,  the  Company  issued a new  grant of 2,605  shares  of
restricted  stock.  The per-share  price of the grant was $13.82.  The shares of
stock vest after a 36 month period.

As of March  31,  2006 and  2005,  the  Company  has  issued  restricted  shares
aggregating  26,105  and  21,600,  respectively,  under  its 2004  Comprehensive
Long-Term  Incentive  Plan.  During  fiscal year 2005,  there were 1,900  shares
forfeited and 19,700 shares that  matured.  The shares of restricted  stock vest
after a period of 36 and 48 months.  Included in the $2,590,491 and $39,077,  of
total equity  based  compensation  expense,  for the nine months ended March 31,
2006 and 2005, the Company recognized  compensation  expense associated with the
lapse of restrictions aggregating $86,901 and $39,077, respectively.

NOTE 4: Securities

The amortized cost and fair value of securities are as follows:

<TABLE>
<CAPTION>
                                                                     March 31, 2006
                                                                     --------------
                                                                  Gross           Gross
                                                Amortized       Unrealized      Unrealized
                                                  Cost            Gains           Losses         Fair Value
                                                  ----            -----           ------         ----------
<S>                                            <C>               <C>            <C>              <C>
Securities available for sale:
     Auction rate securities                   $35,094,112       $     --       $      --        $35,094,112
                                               -----------       --------       ---------        -----------
         Total securities
         available-for-sale                    $35,094,112       $     --       $      --        $35,094,112
                                               ===========       ========       =========        ===========
Securities held to maturity:
     Municipal bonds                           $27,995,320       $     --       $(171,320)       $27,824,000
     Commercial paper                            2,728,628             --              --          2,728,628
     Corporate bonds                             3,637,131             --          (5,565)         3,631,566
     Zero coupon bonds                                  --             --              --                 --
     Federal agency bonds                        3,749,452            154         (43,295)         3,706,311
                                               -----------       --------       ---------        -----------
         Total securities held to maturity     $38,110,531       $    154       $(220,180)       $37,890,505
                                               ===========       ========       =========        ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                  June 30, 2005
                                                                  -------------
                                                                  Gross           Gross
                                                Amortized       Unrealized      Unrealized
                                                  Cost            Gains           Losses         Fair Value
                                                  ----            -----           ------         ----------
<S>                                            <C>               <C>            <C>              <C>
Securities available for sale:
     Auction rate securities                   $19,700,000       $     --       $      --        $19,700,000
                                               -----------       --------       ---------        -----------
         Total securities
           Available-for-sale                  $19,700,000       $     --       $      --        $19,700,000
                                               ===========       ========       =========        ===========

Securities held to maturity:
     Municipal bonds                           $37,746,195       $  1,702       $(198,447)       $37,549,450
     Commercial paper                            2,141,851             --              --          2,141,851
     Corporate bonds                            10,792,879            185         (50,276)        10,742,788
     Zero coupon bonds                           1,977,785             --         (11,205)         1,966,580
     Federal agency bonds                        3,749,717             --         (21,627)         3,728,090
                                               -----------       --------       ---------        -----------
         Total securities held to maturity     $56,408,427       $  1,887       $(281,555)       $56,128,759
                                               ===========       ========       =========        ===========
</TABLE>


                                       14
<PAGE>

The  unrealized  losses  on the  Company's  held  to  maturity  marketable  debt
securities were caused by interest rate  increases.  Because the Company has the
ability and intent to hold these  investments  until recovery of their amortized
cost,    the   Company   does   not   consider    these    investments   to   be
other-than-temporarily impaired at March 31, 2006.

Contractual  maturities  of  marketable  debt  securities  held to maturity  are
summarized as follows:

<TABLE>
<CAPTION>
                                                            March 31, 2006              June 30, 2005
                                                            --------------              -------------
                                                                        Fair                        Fair
                                                                       Market                      Market
                                                           Cost         Value         Cost          Value
                                                           ----         -----         ----          -----
<S>                                                    <C>           <C>           <C>           <C>
Within one year                                        $32,608,063   $32,440,292   $36,307,880   $36,176,998
One year to five years                                   5,502,468     5,450,213    20,100,547    19,951,761
                                                       -----------   -----------   -----------   -----------
     Total                                             $38,110,531   $37,890,505   $56,408,427   $56,128,759
                                                       ===========   ===========   ===========   ===========
</TABLE>

Contractual  maturities  of  auction  rate  securities  available  for  sale are
summarized as follows:

<TABLE>
<CAPTION>
                                                            March 31, 2006              June 30, 2005
                                                            --------------              -------------
                                                                        Fair                        Fair
                                                                       Market                      Market
                                                           Cost         Value         Cost          Value
                                                           ----         -----         ----          -----
<S>                                                    <C>           <C>           <C>           <C>
Within one year                                        $35,094,112   $35,094,112   $16,200,000   $16,200,000
One year to five years                                          --            --     3,500,000     3,500,000
                                                       -----------   -----------   -----------   -----------
     Total                                             $35,094,112   $35,094,112   $19,700,000   $19,700,000
                                                       ===========   ===========   ===========   ===========
</TABLE>

The Company  invests in auction rate  securities.  Auction rate  securities have
long-term  underlying  maturities;  however, the market is highly liquid and the
interest  rates  reset  every 7, 28 or 35  days.  In prior  years,  the  Company
classified  a  portion  of its  auction  rate  securities  as cash  equivalents;
however,  such amounts have been reclassified as  available-for-sale  securities
for all periods presented in this report.

During the three months and nine months  ended March 31, 2006,  the Company sold
securities  available  for  sale  and  recognized  losses  of $0  and  $342,711,
respectively,  that are included in other income in the Company's  Statements of
Earnings for those periods.

NOTE 5: Inventories (Restated)

Inventories are summarized as follows:

                                              March 31, 2006     June 30, 2005
                                              --------------     -------------
                                                (Restated)
                                                ----------

             Component parts                   $ 10,086,883      $ 10,369,049
             Work in process                      9,129,992         7,709,465
             Finished goods                       3,957,605         2,766,157
                                               ------------      ------------
                                               $ 23,174,480      $ 20,844,671
             Reserve for obsolescence            (1,331,360)       (1,441,323)
                                               ------------      ------------
             Net inventory                     $ 21,843,120      $ 19,403,348
                                               ============      ============


                                       15
<PAGE>

NOTE 6: Property, Plant and Equipment

Property, plant and equipment are summarized as follows:

                                                 March 31, 2006   June 30, 2005
                                                 --------------   -------------

             Land and land improvements            $ 2,207,823      $ 2,207,823
             Buildings, furniture and fixtures      17,061,510       16,654,351
             Machinery and equipment                55,554,347       51,680,883
                                                   -----------      -----------
                                                   $74,823,680      $70,543,057
             Less accumulated depreciation
              and amortization                     (49,133,905)     (45,559,404)
                                                   -----------      -----------
                                                   $25,689,775      $24,983,653
                                                   ===========      ===========

NOTE 7: Accrued Expenses

Accrued expenses consist of the following:

                                                 March 31, 2006   June 30, 2005
                                                 --------------   -------------
             Compensation                           $1,235,265       $1,222,891
             Commissions                               663,315          620,990
             Health insurance                          506,162          271,561
             Restructuring (note 7)                         --           19,863
             Other                                      70,750          196,580
                                                    ----------       ----------
                                                    $2,475,492       $2,331,885
                                                    ==========       ==========

The Company maintains an accrual for incurred, but not reported,  claims arising
from  self-insured  health benefits  provided to the Company's  employees in the
United States, which is included in accrued expenses in the consolidated balance
sheets.  The Company  determines  the adequacy of this accrual by evaluating its
historical  experience  and trends related to both health  insurance  claims and
payments,  information  provided  by its third party  administrator,  as well as
industry experience and trends.

NOTE 8: Restructuring

RF Power Components, Inc.

On October  26, 2004 the Company  announced  its  decision to merge its RF Power
Components,  Inc.  operations  into  Anaren  Ceramics.  In doing so, the Company
closed RF Power's Long Island facility and relocated the operation to the Anaren
Ceramics  New  Hampshire  location.  All of RF  Power's  employees  were  either
terminated  or  transferred  to the  New  Hampshire  facility.  Remaining  costs
associated with terminating 79 employees included in the restructuring liability
were paid-in-full in the six months ended December 31, 2005:

                        Balance    Nine months ended March 31, 2006  Balance
                        June 30,    Costs            Cash            March 31,
                          2005     Incurred       Expenditures         2006
                          ----     --------       ------------         ----

Severance payments      $19,863    $    --          $19,863          $    --
                        -------    -------          -------          -------
                        $19,863    $    --          $19,863          $    --
                        =======    =======          =======          =======


                                       16
<PAGE>

NOTE 9: Other Liabilities

             Other liabilities consist of the following:

                                            March 31, 2006        June 30, 2005
                                            --------------        -------------
             Deferred compensation            $  757,973            $  650,064
             Pension liability                         -               675,000
             Other                               382,847               287,450
                                              ----------            ----------
                                               1,140,820             1,612,514
             Less current portion                447,847             1,044,759
                                              ----------            ----------
                                              $  692,973            $  567,755
                                              ==========            ==========

NOTE 10: Net Income (Loss) Per Share (Restated)

Basic income per share is based on the weighted  average number of common shares
outstanding. Diluted income per share is based on the weighted average number of
common shares outstanding, as well as dilutive potential common shares which, in
the  Company's   case,   comprise  shares  issuable  under  the  Company's  2004
comprehensive  long-term  incentive plan. The weighted  average number of common
shares  utilized in the  calculation  of the  diluted  income per share does not
include  antidilutive shares aggregating 382,020 and 2,579,938 at March 31, 2006
and 2005, respectively.  The treasury stock method is used to calculate dilutive
shares,  which  reduces  the gross  number of  dilutive  shares by the number of
shares purchasable from the proceeds of the options assumed to be exercised.

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

<TABLE>
<CAPTION>
                                                                          Three Months Ended               Nine Months Ended
                                                                          ------------------               -----------------
                                                                               March 31                          March 31
                                                                      2006              2005              2006              2005
                                                                      ----              ----              ----              ----
                                                                   (Restated)                          (Restated)
<S>                                                                 <C>               <C>               <C>               <C>
Numerator:

Net income from continuing operations                               $3,170,604        $1,860,530        $7,406,704        $4,822,578
                                                                   ===========       ===========       ===========       ===========
Denominator:

Denominator for basic earnings per share:

           Weighted average shares outstanding                      16,946,993        19,336,007        17,124,494        19,689,024
                                                                   ===========       ===========       ===========       ===========
Denominator for diluted earnings
         per share:
         Weighted average shares outstanding                        16,946,993        19,336,007        17,124,494        19,689,024
         Common stock options
           and restricted stock                                        600,340           465,535           498,869           528,718
                                                                   -----------       -----------       -----------       -----------
Weighted average shares and conversions                             17,547,333        19,801,542        17,623,362        20,217,742
                                                                   ===========       ===========       ===========       ===========
</TABLE>

NOTE 11: Components of Net Periodic Pension Benefit Costs

                                       Three Months Ended    Nine Months Ended
                                       ------------------    -----------------
                                            March 31             March 31
                                        2006       2005       2006       2005
                                        ----       ----       ----       ----
Service cost                          $ 85,587    $61,825   $256,761   $185,475
Interest cost                          151,795    141,090    455,385    423,270
Expected return on plan assets        (173,365)  (156,687)  (520,095)  (470,060)
Amortization of prior service cost        (808)     2,623     (2,424)     7,868
Amortization of the net (gain) loss     47,436     12,414    142,308     37,242
                                      --------   --------   --------   --------
Net periodic benefit cost             $110,645   $ 61,265   $331,935   $183,795
                                      ========   ========   ========   ========


                                       17
<PAGE>

Expected Pension Contributions

Contributions for fiscal 2006 were $486,012.

Estimated Future Pension Benefit Payments

The following  estimated  benefit  payments,  which reflect future  service,  as
appropriate, are expected to be paid:

July 1, 2005 - June 30, 2006 .....................................   $   402,899
July 1, 2006 - June 30, 2007 .....................................       405,260
July 1, 2007 - June 30, 2008 .....................................       472,452
July 1, 2008 - June 30, 2009 .....................................       483,474
July 1, 2009 - June 30, 2010 .....................................       521,588
Years 2010 - 2014 ................................................     2,981,761

NOTE 12: Components of Net Periodic Postretirement Health Benefit Costs

                                        Three Months Ended   Nine Months Ended
                                        ------------------   -----------------
                                             March 31            March 31
                                         2006       2005       2006      2005
                                         ----       ----       ----      ----

Service cost                           $14,285    $15,286    $42,855    $45,858
Interest cost                           46,327     27,802    138,981     83,406
Amortization of the net (gain) loss     18,788      4,617     56,364     13,851
                                       -------    -------   --------   --------
Postretirement health benefit costs    $79,400    $47,705   $238,200   $143,115
                                       =======    =======   ========   ========

Expected Postretirement Health Contributions

Expected  contributions  for fiscal 2006 are $175,839,  net of $17,501  expected
subsidy receipts.

NOTE 13: Discontinued Operations (Restated)

During the quarter  ended March 31, 2006,  final  liquidation  of the  Company's
Anaren Europe  operation took place. The results of operations for Anaren Europe
for the prior fiscal years have been  classified as  discontinued  operations in
the Statement of Earnings. Components of the income from discontinued operations
of Anaren  Europe for the three  months and nine  months  ended  March 31 are as
follows:

                                      Three Months Ended       Nine Months Ended
                                      ------------------       -----------------
                                           March 31                March 31
                                         2006      2005          2006     2005
                                         ----      ----          ----     ----

Income from liquidation of
  net assets (restated)                $ 81,713  $    --       $ 81,713  $   --

Any tax related effects of such discontinued  operations have been recognized in
prior fiscal years.


                                       18
<PAGE>

NOTE 14: Segment Information (Restated)

The Company  operates  predominately in the wireless  communications,  satellite
communications  and defense  electronics  markets.  The Company's two reportable
segments are the wireless group and the space and defense group.  These 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 and delivery  channel,  and are consistent
with  the  way  the  Company  organizes  and  evaluates  financial   information
internally for purposes of making operating decisions and assessing performance.

The wireless segment designs,  manufactures and markets commercial products used
mainly  by  infrastructure  original  equipment  manufacturers  in the  wireless
communications  market.  The space and defense segment of the business  designs,
manufactures   and  markets   specialized   products  for   original   equipment
manufacturers in the defense electronics and satellite  communications  markets.
The revenue  disclosures for the Company's  reportable  segments depict products
that are similar in nature.


                                       19
<PAGE>

The following  table reflects the operating  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:
       March 31, 2006                           16,014,209          10,686,874                  --          26,701,083
       March 31, 2005                           14,155,895           7,627,523                  --          21,783,418
Nine months ended:
       March 31, 2006                           47,919,045          28,415,409                  --          76,334,454
       March 31, 2005                           47,930,254          22,410,543                  --          70,340,797

Operating income:
     Three months ended:
       March 31, 2006 (restated)                 1,522,071           1,976,504                  --           3,498,575
       March 31, 2005                              482,772           1,264,735                  --           1,747,507
     Nine months ended:
       March 31, 2006 (restated)                 4,801,295           3,295,100                  --           8,096,395
       March 31, 2005                              394,803           4,632,623                  --           5,027,426

Goodwill and intangible assets:
     March 31, 2006                             31,139,449                  --                  --          31,139,449
     June 30, 2005                              31,389,102                  --                  --          31,389,102

Identifiable assets:*
       March 31, 2006 (restated)                19,752,896          17,340,106         109,871,132         146,964,134
       June 30, 2005                            21,497,591          12,685,903         109,909,259         144,092,753

Depreciation:**
     Three months ended:
       March 31, 2006 (restated)                   644,346             558,203                  --           1,202,549
       March 31, 2005                              673,888             500,618                  --           1,174,506
     Nine months ended:
       March 31, 2006 (restated)                 1,890,305           1,703,321                  --           3,593,626
       March 31, 2005                            2,223,986           1,452,692                  --           3,676,678

Intangibles amortization: ***
     Three months ended:
       March 31, 2006                               83,218                  --                  --              83,218
       March 31, 2005                               83,217                  --                  --              83,217
     Nine months ended:
       March 31, 2006                              249,653                  --                  --             249,653
       March 31, 2005                              487,427                  --                  --             487,427
</TABLE>

      *     Segment assets primarily  include  receivables 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
            securities,  other  receivables,  prepaid expenses,  deferred income
            taxes,  and  property,  plant and equipment not specific to business
            acquisitions.


                                       20
<PAGE>

      **    Depreciation  expense  related to  acquisition - specific  property,
            plant and equipment is included in the segment classification of the
            acquired  business.  Depreciation  expense  related to non- business
            combination assets 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.

      ***   Amortization of identifiable intangible assets arising from business
            combinations  and patent  amortization  is allocated to the segments
            based on the segment  classification  of the acquired or  applicable
            operation.

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

The following  Management's  Discussion and Analysis of Financial  Condition and
Results  of  Operations  should  be read in  conjunction  with the  consolidated
financial  statements  and the notes  thereto  appearing  elsewhere in this Form
10-Q/A.  The  following  discussion,   other  than  historical  facts,  contains
forward-looking statements that involve a number of risks and uncertainties. The
Company's  results  could  differ  materially  from those  anticipated  in these
forward-looking  statements as a result of various  factors,  including  factors
described elsewhere in this Quarterly Report on Form 10-Q/A.

Overview

The consolidated  financial  statements  present the financial  condition of the
Company as of March 31, 2006 and June 30, 2005, and the consolidated  results of
operations  and cash flows of the Company  for the three and nine  months  ended
March 31, 2006 and 2005.

The Company designs,  develops and markets  microwave  components and assemblies
for  the  wireless   communications,   satellite   communications   and  defense
electronics  markets.  The  Company's  distinctive  manufacturing  and packaging
techniques enable it to cost-effectively produce compact,  lightweight microwave
products  for use in base  stations  for  wireless  communications  systems,  in
satellites and in defense  electronics  systems.  Beginning in 2004, the Company
has introduced new components  addressing consumer wireless applications such as
wireless  local  area  networks,  Bluetooth,  cellular  handsets  and  satellite
telecommunications.   The  Company  sells  its  products  to  leading   wireless
communications equipment manufacturers such as Ericsson, Motorola, Nokia, Nortel
Networks,  and Andrew, and to satellite  communications and defense  electronics
companies such as Boeing Satellite,  ITT, Lockheed Martin,  Northrup Grumman and
Raytheon.

The  Company  generally  recognizes  sales at the time  products  are shipped to
customers, provided that persuasive evidence of an arrangement exists, the sales
price is fixed or easily determinable,  collectibility is reasonably assured and
title  and risk of loss has  passed  to the  customer.  Title  and the risks and
rewards of  ownership  of  products  are  generally  transferred  at the time of
shipment.  Payments received from customers in advance of products delivered are
recorded as customer advance payments until earned. Annually, a small percentage
of sales are derived  from  fixed-price  contracts  for the sale of  engineering
design and development efforts for space and defense


                                       21
<PAGE>

electronics products.  Sales and estimated profits under long-term contracts are
recognized according to customer  contractual  milestones on a units-of-delivery
basis.  Profit  estimates are revised  periodically  based upon changes in sales
value and costs at completion.  Any losses on these  contracts are recognized in
the period in which such losses are determined.

On August 3, 2004, the Company  acquired a 65,000 square foot building  situated
on  approximately  12 acres in Salem, New Hampshire for a purchase price of $4.8
million.  The Company commenced the move of its Amitron,  Inc. subsidiary to the
new facility in September  2004 and is operating the business  under the name of
Anaren  Ceramics,  Inc.,  a wholly  owned  subsidiary  of the  Company.  The New
Hampshire  facility will provide adequate space for anticipated future growth of
that business.  In  conjunction  with the decision to move to this new facility,
the Company  negotiated a buy out of the remaining lease of the Amitron facility
for a  one-time  charge  in  fiscal  2004  of  $350,000  and  the  Company  also
accelerated  amortization of the Amitron,  Inc. leasehold  improvement and lease
related  intangibles  amounting to $250,000  recognized in the fourth quarter of
fiscal 2004, and $250,000 recognized in the first quarter of fiscal 2005.

In  October,  2004 the Company  announced  that in order to  accelerate  ceramic
product growth initiatives and improve operating  efficiency,  it had decided to
consolidate its RF Power, Inc.  subsidiary with the Company's Amitron subsidiary
and close RF Power's facility in Bohemia,  New York. The  consolidated  company,
Anaren Ceramics,  Inc., operates at the Company's Salem, New Hampshire facility,
which will fully  accommodate the current  capacity needs of the combined entity
as well as significant  future growth. The relocation of RF Power's operation to
the Salem,  New Hampshire  facility was completed  during the second  quarter of
fiscal 2005. As a result of this consolidation,  the Company recognized costs of
$458,335 for severance and outplacement expenses, $91,000 for lease cancellation
and $300,000 for additional  inventory  write-downs during the second quarter of
fiscal 2005.  Additionally,  the Company  incurred further  consolidation  costs
totaling approximately $397,000, including equipment write-downs of $272,000, in
the third quarter of fiscal 2005,  related to integrating  RF Power's  operation
into Anaren Ceramics.

Effective July 1, 2005, the Company  adopted  Statement of Financial  Accounting
Standards No. 123R (SFAS 123R).  This  standard  requires the company to measure
the cost of employee  services  received in exchange for equity  awards based on
the grant date fair value of the  awards.  These costs are to be  recognized  as
compensation  expense over the vesting period of the awards.  SFAS 123R provides
for a prospective  application for adoption which the Company chose.  Under this
method, the Company began recognizing compensation costs for stock option equity
based  compensation  for all new or modified  grants after June 30, 2005 and for
the  unvested  portion of the grant date fair  value of awards  issued  prior to
adoption,  based on the fair value previously calculated for footnote disclosure
purposes.  Equity based  compensation cost for employee stock options recognized
in the third  quarter and nine months  ended  March 31,  2006 was  $835,000  and
$2,504,000, respectively.

The final  liquidation  and  dissolution  of the  Company's  European  corporate
structure was concluded during the quarter ended March 31, 2006. As part of this
liquidation and dissolution,  the Company  recognized  income from  discontinued
operations  of  $81,713  (restated)  resulting  from final  asset and  liability
liquidation.


                                       22
<PAGE>

Fourth Quarter of Fiscal 2006 Outlook

Given the  current  volatile  wireless  market  demand and our Space and Defense
order  backlog,  we expect net sales to be in the range of $26.0 - $28.0 million
for the  fourth  quarter  of  fiscal  2006.  With  an  anticipated  tax  rate of
approximately  24%  and  an  expected  equity  based  compensation   expense  of
approximately  $0.04 per diluted share, we expect net earnings per diluted share
to be in the range of $0.14 - $0.17 for the fourth quarter.

Results of Operations

Net sales for the three months ended March 31, 2006 were $26.7 million,  up $4.9
million from $21.8 million for the third quarter of fiscal 2005.  Net income for
the  third  quarter  of  fiscal  2006  was  $3.3  million  (restated),  or 12.2%
(restated) of net sales, up $1.4 million (restated),  or 75% (restated) from net
income of $1.9 million in the third quarter of fiscal 2005.

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.

<TABLE>
<CAPTION>
                                                                      Three Months Ended             Nine Months Ended
                                                                Mar. 31, 2006    Mar. 31, 2005   Mar. 31, 2006   Mar. 31, 2005
                                                                -------------    -------------   -------------   -------------
                                                                  (Restated)                       (Restated)
<S>                                                                 <C>              <C>              <C>              <C>
Net Sales                                                           100.0%           100.0%           100.0%           100.0%

Cost of sales                                                        61.6%            67.2%            63.8%            69.0%
                                                                    -----            -----            -----            -----
Gross profit                                                         38.4%            32.8%            36.2%            31.0%
                                                                    -----            -----            -----            -----
Operating expenses:
   Marketing                                                          6.8%             6.9%             6.9%             7.3%
   Research and development                                           8.2%             7.5%             8.5%             6.6%
   General and administrative                                        10.3%            10.4%            10.2%             9.3%
   Restructuring                                                      0.0%             0.0%             0.0%             0.7%
                                                                    -----            -----            -----            -----
     Total operating expenses                                        25.3%            24.8%            25.6%            23.9%
                                                                    -----            -----            -----            -----

Operating income                                                     13.1%             8.0%            10.6%             7.1%
                                                                    -----            -----            -----            -----
Other income (expense):

     Other, primarily interest income                                 2.3%             2.5%             2.3%             1.6%
     Interest expense                                                 0.0%             0.0%             0.0%             0.0%
                                                                    -----            -----            -----            -----
     Total other income (expense), net                                2.3%             2.5%             2.3%             1.6%
                                                                    -----            -----            -----            -----

Income from continuing operations
  before income tax                                                  15.4%            10.5%            12.9%             8.7%
Income taxes                                                          3.5%             2.0%             3.2%             1.8%
                                                                    -----            -----            -----            -----
Income from continuing operations                                    11.9%             8.5%             9.7%             6.9%
                                                                    =====            =====            =====            =====
Discontinued operations:
Income (loss) from discontinued
  operations of Anaren Europe                                         0.3%             0.0%             0.1%             0.0%
Income tax benefit                                                    0.0%             0.0%             0.0%             0.0%
                                                                    -----            -----            -----            -----
Net income (loss) from discontinued
  operations                                                          0.3%             0.0%             0.1%             0.0%
                                                                    -----            -----            -----            -----

Net income                                                           12.2%             8.5%             9.8%             6.9%
                                                                    =====            =====            =====            =====
</TABLE>


                                       23
<PAGE>

The following table summarizes the Company's net sales by operating segments for
the periods indicated. Amounts are in thousands.

                               Three Months Ended         Nine Months Ended
                               ------------------         -----------------
                                    March 31                  March 31
                                    --------                  --------
                               2006         2005          2006        2005
                               ----         ----          ----        ----

Wireless                      $16,014      $14,156       $47,919     $47,930
Space and Defense              10,687        7,628        28,415      22,411
                              -------      -------       -------     -------
     Total                    $26,701      $21,784       $76,334     $70,341
                              =======      =======       =======     =======

Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005

Net sales. Net sales rose $4.9 million,  or 22.6% to $26.7 million for the third
quarter ended March 31, 2006, compared to $21.8 million for the third quarter of
fiscal 2005.  This increase  resulted from a $3.1 rise in shipments of Space and
Defense  products and a $1.8 million  increase in sales of Wireless  products in
the current third quarter of fiscal 2006.

The  increase  in  sales  of  Wireless  products,   which  consist  of  standard
components,  ferrite  components  and  custom  assemblies  for  use in  building
Wireless  basestation and consumer  equipment was a result of increased customer
demand for both custom  subassemblies  and standard  components for  basestation
construction  during the third  quarter of fiscal 2006  compared to same quarter
last year.

Wireless product sales rose $1.8 million or 13.1% in the third quarter of fiscal
2006  compared to the third  quarter of fiscal 2005.  This increase was due to a
$1.1  million  increase in  shipments of Wireless  custom  subassemblies  in the
current third quarter  driven by a rise in Nokia demand.  Wireless  sales in the
third quarter of fiscal 2006 were further augmented by a $700,000 improvement in
sales of Wireless  standard  products  as a result of the current  high level of
demand for basestation components.

Space and Defense  products  consist of custom  components  and  assemblies  for
communication satellites and defense radar and countermeasure subsystems for the
military.  Sales of Space and Defense  products  rose $3.1  million,  or 40%, to
$10.7  million in the third quarter of fiscal 2006 compared to the third quarter
of the previous  fiscal year.  Defense  product sales are  increasing due to the
higher  level of new  business  booked by the  Company in fiscal  2004 and 2005,
which is now in  production.  Space and  Defense  product  bookings  were  $37.7
million in fiscal 2004,  $40.9  million in fiscal 2005 and have  exceeded  $27.0
million  in the first nine  months of fiscal  2006.  Sales of Space and  Defense
products  in the fourth  quarter of fiscal 2006 are  expected  to range  between
$10.0 and $11.0  million,  as a result of the rise in new order  levels over the
last two fiscal years.

Gross Profit.  Cost of sales  consists  primarily of  engineering  design costs,
materials,  material  fabrication  costs,  assembly  costs,  direct and indirect
overhead,  and test costs. Gross profit for the third quarter of fiscal 2006 was
$10.2  million  (restated),  (38.4%  (restated)  of net sales),  up $3.0 million
(restated)  from $7.2  million  (32.8% of net sales) for the same quarter of the
prior year.  Gross profit on sales increased in the third quarter of fiscal 2006
over the third quarter of last year due to the higher sales volume and favorable
manufacturing  efficiencies.  These efficiencies resulted from higher production
volumes  at our lower  cost  China  facility  and from  yield  improvements  and
manufacturing  overhead  cost  savings  realized by  combining  the RF Power and
Amitron production facilities in one building as Anaren Ceramics.  Cost of sales
included the


                                       24
<PAGE>

recognition of $215,000 of stock option equity based compensation expense, while
cost of sales in the third quarter of last year did not include costs associated
with equity based compensation expense.

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 were $1.8 million (6.8%
of net  sales) for the third  quarter  of fiscal  2006,  up  $293,000  from $1.5
million  (6.9% of net sales) for the third  quarter of fiscal 2005.  Included in
marketing  expense  for the third  quarter  of fiscal  2006 is  $69,000 of stock
option equity based compensation expense,  while marketing expense for the third
quarter of fiscal 2005 does not include such  expense.  Absent the  inclusion of
stock option equity based  compensation  expense,  marketing  costs in the third
quarter of fiscal 2006 rose  approximately  15% year over year due to  increased
commission expenses related to the higher sales volume and additional  personnel
costs associated with the current higher levels of marketing activities.

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.  Research and  development  expenses  were $2.2 million
(8.2% of net  sales) in the third  quarter  of fiscal  2006,  up 33.8% from $1.6
million (7.5% of net sales) for the third  quarter of fiscal 2005.  Research and
development   expenditures  are  supporting  further   development  of  Wireless
infrastructure  and consumer component  opportunities.  Research and Development
expenditures  have  increased  in the third  quarter  of fiscal  2006 over third
quarter of fiscal 2005 levels due to the higher level of Wireless  opportunities
in the  marketplace and due to the inclusion of $110,000 for stock option equity
based  compensation  expense.  These  opportunities  resulted  in the  hiring of
additional product development personnel in fiscal 2005 and 2006, and additional
outside spending by the Company in the current first nine months to expedite the
new  product  development  process.  The  Company  does not expect to reduce its
current research and development efforts and is presently working on a number of
new standard and custom Wireless products.

General and  Administrative.  General  and  administrative  expenses  consist of
employee  related  expenses,  professional  services,  intangible  amortization,
travel related  expenses and other corporate costs.  General and  administrative
expenses  increased  22.1% to $2.8  million  (10.3% of net  sales) for the third
quarter  of fiscal  2006 from $2.3  million  (10.4% of net  sales) for the third
quarter of fiscal 2005.  The increase  resulted  primarily from the inclusion in
general and  administrative  expense of $441,000 of stock  option  equity  based
compensation   expense  in  the  third  quarter  of  fiscal  2006.  General  and
Administrative  expense  for the third  quarter of fiscal  2005 does not include
expense for equity  based  compensation.  Absent the  inclusion  of stock option
equity based  compensation  expense,  general and  administrative  costs for the
third  quarter of fiscal 2006 rose  $58,000,  or 2.5% over the third  quarter of
fiscal 2005 due to the increase in business volume.

Operating Income.  Operating income increased $1.8 million  (restated),  or 100%
(restated) in the third quarter of fiscal 2006 to $3.5 million (restated) (13.1%
(restated)  of net sales)  compared to $1.7 million  (8.0% of net sales) for the
third  quarter  of last  fiscal  year.  In the third  quarter  of  fiscal  2006,
operating  income  was  reduced  by  $835,000  for  stock  option  equity  based
compensation expense. Operating income for the third quarter of fiscal 2005 (the
prior  year)  does not  include  any  expense  for  stock  option  equity  based
compensation.

On a  reporting  segment  basis,  Wireless  operating  income  was $1.5  million
(restated)  for the third  quarter of fiscal 2006  (including  $404,000 of stock
option equity based compensation expense)


                                       25
<PAGE>

up $1.0 million from Wireless  operating  income of $483,000  (restated) for the
third quarter of last year. Wireless operating income improved  significantly in
the current third quarter due to continuing  cost savings  achieved  through the
consolidation of the RF Power and Amitron operations in fiscal 2005, the absence
of  consolidation  and charges  ($397,000 in the third  quarter of fiscal 2005),
cost efficiencies  resulting from higher manufacturing  volumes in the Company's
China operation and a more favorable  wireless  product mix in the current third
quarter, compared to the third quarter of last fiscal year.

Space and Defense operating income rose $700,000 (restated) in the third quarter
of fiscal 2006 to $2.0 million  (restated)  (including  $431,000 of stock option
equity  based  compensation  expense)  compared to $1.3  million  (with no stock
option equity based  compensation  expense) in the third quarter of fiscal 2005.
This increase  resulted from the large number of new Space and Defense  programs
entering  production over the second half of last fiscal year and the first half
of fiscal  2006,  which  drove  revenues to record  levels in the current  third
quarter.  The higher  shipment  levels  coupled  with the passage of these newer
programs from initial to full  production  has resulted in better  manufacturing
efficiencies  in the current third quarter.  Operating  margin in this group are
expected to fluctuate based on sales volume and mature production volumes.

Other Income.  Other income is primarily  interest  income  received on invested
cash  balances  and  losses on the sale of stock and  capital  equipment.  Other
income  increased  11% to $620,000  (2.3% of net sales) for the third quarter of
fiscal 2006,  from $558,000  (2.5% of net sales) for the same quarter last year.
This  increase was caused mainly by the rise in market  interest  rates over the
past twelve  months.  Other income will  fluctuate  based on  short-term  market
interest rates and the level of investable cash balances.

Interest  Expense.  Interest  expense  represents  interest  paid on a  deferred
obligation.  Interest  expense  for the third  quarter of fiscal 2006 was $6,000
compared to $6,000 for third quarter of fiscal 2005.

Income  Taxes.  Income taxes for the third  quarter of fiscal 2006 were $942,000
(3.5% of net sales)  (restated),  representing  an  effective  tax rate of 22.9%
(restated).  This compares to income tax expense of $439,000 (2.0% of net sales)
for the third  quarter of fiscal 2005,  representing  an  effective  tax rate of
19.1%. The Company's  effective tax rate is a direct result of the proportion of
federally  exempt state municipal bond income,  foreign tax benefits and federal
tax  credits and  benefits in relation to the levels of taxable  income or loss.
The projected effective tax rate for fiscal 2006 is approximately 24.3% compared
to an actual  effective  tax rate of 19.0% for fiscal 2005.  The increase in the
projected  effective tax rate is a result of (a) the higher level of income; (b)
the expiration of the federal Research and Experimentation  credit at the end of
calendar 2005; and (c) the amount of nondeductible incentive stock option equity
based  compensation  expense  expected in fiscal  2006  compared to the level of
deductible   non-statutory  stock  option  equity  based  compensation  expenses
resulting  from the  adoption of SFAS 123R.  Stock  options  issued prior to the
adoption of SFAS 123R,  were mainly  incentive  stock  options and are presently
generating  the majority of the  company's  equity based  employee  stock option
compensation expense.  Compensation expense for these options,  under SFAS 123R,
does not generate a tax deduction and related deferred tax benefit.  New options
granted after the adoption of SFAS 123R are expected to be mainly  non-statutory
stock  options,  which will generate a tax  deduction  and related  deferred tax
benefit.

Discontinued  Operations.  (Restated)  Discontinued  operations  represents  the
result of liquidation and dissolution of the Company's  Anaren Europe  corporate
structure which ceased operation  December 2003.  During the third quarter ended
March 31, 2006 and in conjunction with the


                                       26
<PAGE>

finalization of Anaren Europe's bankruptcy proceeding, the Company performed the
final liquidation of its Anaren Europe corporate structure.  As a result of this
liquidation,  the Company  recognized a gain of $82,000 from the  liquidation of
the remaining assets.

Nine Months Ended March 31, 2006 Compared to Nine Months Ended March 31, 2005

Net Sales.  Net sales increased $6.0 million,  or 8.5%, to $76.3 million for the
first nine  months of fiscal 2006  compared to $70.3  million for the first nine
months of fiscal 2005. This rise in sales resulted from a $6.0 million  increase
in sales of Space and Defense  products in the first nine months of fiscal 2006,
while shipments of Wireless products were flat year over year for same period.

Sales of  Wireless  products  for the first nine months of fiscal 2006 were flat
compared to the same period in fiscal 2005.  During the first three  quarters of
fiscal 2006 sales of new  consumer  products  rose $1.7  million,  or 127%,  and
shipments of custom components, which are produced mainly in our China facility,
increased  $600,000 or 3.5%  compared to the same period in fiscal  2005.  These
increases  were  offset by a $2.3  million  decline in combined  circulator  and
resistive  products sales in the current first nine months  compared to the same
period last year as a result of a decline in demand for these older products.

Space and Defense products shipments rose $6.0 million, or 27%, to $28.4 million
in the first nine months of fiscal 2006 compared to the first nine months of the
previous  fiscal year.  Defense  product sales are  increasing due to the higher
level of new  business  booked by the Company in fiscal 2004 and 2005,  which is
now in  production.  Space and Defense  product  bookings  were $37.7 million in
fiscal 2004,  $40.9 million in fiscal 2005,  and have exceeded  $26.8 million in
the first nine months of fiscal  2006.  Sales of Space and  Defense  products in
fiscal 2006 are expected to range between $38.0 million and $40.0 million,  as a
result of the rise in new order levels over the last two fiscal years.

Gross  Profit.  Gross  profit for the first nine months of fiscal 2006 was $27.6
million  (restated) (36.2% of net sales)  (restated) up $5.8 million  (restated)
from $21.8  million  (31.0% of net sales) for the same period of the prior year.
Gross profit on sales increased in the first nine months of fiscal 2006 over the
first nine months of last year due to favorable manufacturing efficiencies and a
more favorable product mix in the current year. These efficiencies resulted from
higher  production  volumes at our lower cost China  facility and in our Defense
group, as well as manufacturing  overhead cost savings realized by combining the
RF Power and Amitron production facilities into one building at Anaren Ceramics.
Current year growth in gross profit was lowered by the  recognition  of $738,000
of stock option  equity based  compensation  expense in the first nine months of
fiscal 2006.

Marketing.  Marketing  expenses were $5.3  million,  (6.9% of net sales) for the
first nine months of fiscal 2006,  up $139,000  from $5.2  million  (7.3% of net
sales) for the first nine months of fiscal 2005.  Included in marketing  expense
for the first nine  months of fiscal 2006 is  $205,000  of stock  option  equity
based  compensation  expense.  Marketing  expense  for the first nine  months of
fiscal 2005 does not include expense for stock option equity based compensation.
Absent  the  inclusion  of  stock  option  equity  based  compensation  expense,
marketing  costs in the first nine months of fiscal 2006 declined  approximately
1.3% year over year due to cost savings  realized  through the  consolidation of
the RF Power and Amitron production facilities during fiscal 2005.

Research and  Development.  Research and development  expenses were $6.5 million
(8.5% of net


                                       27
<PAGE>

sales) in the first nine months of fiscal 2006, up 39.1% from $4.7 million (6.6%
of net sales) for the first nine months of fiscal 2005. Research and development
expenditures are supporting further  development of Wireless  infrastructure and
consumer  component  opportunities.  Research and development  expenditures have
increased  in the first nine months of fiscal 2006 over the first nine months of
fiscal 2005  levels due to the higher  level of  Wireless  opportunities  in the
marketplace  and due to the  inclusion of $237,000 for stock option equity based
compensation expense.

General and Administrative.  General and administrative expenses increased 19.6%
to $7.8  million  (10.2% of net sales) for the first nine months of fiscal 2006,
from $6.5 million  (9.3% of net sales) for the first nine months of fiscal 2005.
The increase resulted primarily from the inclusion in general and administrative
expense of $1.3 million of stock option equity based compensation expense in the
first nine months of fiscal  2006.  General and  administrative  expense for the
first nine  months of fiscal  2005 does not  include  expense  for stock  option
equity based  compensation.  Absent the  inclusion of stock option  equity based
compensation expense, general and administrative costs for the first nine months
of fiscal 2006 were flat compared with the same period in fiscal 2005.

Restructuring.  Restructuring  cost which consisted of wages,  health insurance,
payroll taxes and  outplacement  costs were $458,000 in the first nine months of
fiscal  2005.  These  costs  were  related  to the  termination  of 79 people in
conjunction  with  the  closure  of RF  Power's  facility  and the  move of that
operation to Salem,  New Hampshire in the second  quarter of fiscal 2005.  There
were no restructuring charges in the first nine months of fiscal 2006.

Operating Income.  Operating income increased $3.1 million (restated),  or 61.0%
(restated)  in the first nine months of fiscal 2006 to $8.1  million  (restated)
(10.6% of net sales) (restated) compared to $5.0 million (7.1% of net sales) for
the first nine  months of last fiscal  year.  In the first nine months of fiscal
2006, operating income was reduced by $2.5 million for stock option equity based
compensation expense.  Operating income for the first nine months of fiscal 2005
(the prior year) does not include any  expense  for stock  option  equity  based
compensation.  Operating income has improved significantly in fiscal 2006 due to
manufacturing  efficiencies achieved through operation  consolidations and sales
volume  increases,  the  relative  flat  levels of  marketing  and  general  and
administrative expense in fiscal 2006 compared to fiscal 2005 and the absence of
one time consolidation and restructuring charges in the current year compared to
fiscal 2005 which  included  $1.5 million of one-time  charges in the first nine
months.

On a  reporting  segment  basis,  Wireless  operating  income  was $4.8  million
(restated) for the first nine months of fiscal 2006  (including  $1.2 million of
stock option equity based compensation  expense) up $4.4 million (restated) from
Wireless  operating  income of $395,000  for the first nine months of last year.
Wireless  operating  income  improved  significantly  in the current  first nine
months due to cost savings  achieved  through the  consolidation of the RF Power
and Amitron  operations  in fiscal 2005,  the absence of  consolidation  charges
($1.5  million  in the first  nine  months of fiscal  2005),  cost  efficiencies
resulting from higher manufacturing volumes in the Company's China operation and
a more favorable wireless product mix in the current first nine months, compared
to the first nine months of last fiscal year.

Space and Defense  operating  income fell $1.3 million  (restated)  in the first
nine months of fiscal 2006 to $3.3 million (restated) (including $1.3 million of
stock option equity based compensation  expense) compared to $4.6 million in the
first nine months of fiscal 2005. This decrease, despite a rise in sales volume,
resulted  from the  large  number of new Space  and  Defense  programs  entering
production  over the second half of last fiscal year and the current  first nine
months of


                                       28
<PAGE>

fiscal  2006,  as  well  as the  $1.3  million  of  stock  option  equity  based
compensation.  These programs in their early  production  phase require a higher
level of engineering  support,  have higher scrap costs and lower  manufacturing
efficiencies than more mature programs. Operating margins in this group improved
in the third  quarter and are  expected to improve  further as the new  programs
mature.

Other Income. Other income increased 60% to $1.7 million (2.2% of net sales) for
the nine months ended March 31, 2006,  from $1.1 million (1.6% of net sales) for
the same period last year. This increase was caused mainly by the rise in market
interest  rates  over the past  eighteen  months  and the  absence  of losses on
equipment  and  investment  sales in the current  first nine months  compared to
$410,000 of losses recorded in the first nine months of last year.  Other income
will  fluctuate  based on  short-term  market  interest  rates  and the level of
investable cash balances.

Interest  Expense.  Interest  expense  represents  interest  paid on a  deferred
obligation.  Interest  expense  for the first  half of fiscal  2006 was  $18,000
compared to $22,000 for the first half of fiscal 2005.

Income  Taxes.  Income  taxes for the first nine months of fiscal 2006 were $2.4
million (restated) (3.2% (restated) of net sales)  representing an effective tax
rate of 24.6%  (restated).  This  compares to income tax expense of $1.3 million
(1.8% of net sales) for the first nine months of fiscal  2005,  representing  an
effective tax rate of 20.1%. The company's effective tax rate is a direct result
of the  proportion of federally  exempt state  municipal bond income and federal
tax  credits and  benefits in relation to the levels of taxable  income or loss.
The projected effective tax rate for fiscal 2006 is between 24.3% compared to an
actual  effective tax rate of 19% for fiscal 2005. The increase in the projected
effective  tax  rate is a  result  of both  the  higher  level  of  income,  the
expiration  of the federal  research  and  experimentation  credit at the end of
calendar  2005 and the amount of  nondeductible  incentive  stock option  equity
based  compensation  expense  expected in fiscal  2006  compared to the level of
deductible   non-statutory  stock  option  equity  based  compensation   expense
resulting  from the  adoption of SFAS 123R.  Stock  options  issued prior to the
adoption of SFAS 123R,  were mainly  incentive  stock  options and are presently
generating  the majority of the  company's  equity based  employee  stock option
compensation expense.  Compensation expense for these options,  under SFAS 123R,
does not generate a tax deduction and related deferred tax benefit.  New options
granted after the adoption of SFAS 123R are expected to be mainly  non-statutory
stock  options,  which will generate a tax  deduction  and related  deferred tax
benefit.

Discontinued  Operations.  (Restated)  Discontinued  operations  represents  the
result of liquidation and dissolution of the Company's  Anaren Europe  corporate
structure which ceased operation  December 2003.  During the third quarter ended
March 31,  2006 and in  conjunction  with the  finalization  of Anaren  Europe's
bankruptcy proceeding, the Company performed the final liquidation of its Anaren
Europe  corporate  structure.  As a  result  of this  liquidation,  the  Company
recognized a gain of $81,713  (restated)  from the  liquidation of the remaining
assets.

Critical Accounting Policies

The methods,  estimates and judgments  management uses in applying the Company's
most  critical  accounting  policies  have a  significant  impact on the results
reported in the Company's financial statements. The U.S. Securities and Exchange
Commission  has defined the most critical  accounting  policies as the ones that
are most important to the portrayal of Anaren's financial condition and results,
and that require management to make the most difficult and subjective


                                       29
<PAGE>

judgments,  often as a result of the need to make  estimates of matters that are
inherently  uncertain.  Based on this  definition,  the Company's  most critical
policies include:  valuation of accounts  receivable,  which impacts general and
administrative expense;  valuation of inventory, which impacts cost of sales and
gross margin;  the assessment of recoverability of goodwill and other intangible
and long-lived  assets,  which impacts  write-offs of goodwill,  intangibles and
long-lived  assets; and accounting for income taxes, which impacts the valuation
allowance  and  the  effective  tax  rate.  Management  reviews  the  estimates,
including,  but not limited  to,  allowance  for  doubtful  accounts,  inventory
reserves  and income tax  valuations  on a regular  basis and makes  adjustments
based on historical experiences, current conditions and future expectations. The
reviews are performed  regularly and adjustments are made as required by current
available information.  The Company believes these estimates are reasonable, but
actual results could and have differed at times from these estimates.

The Company's accounts receivable represent those amounts which have been billed
to its customers but not yet collected.  The Company  analyzes  various  factors
including  historical  experience,  credit  worthiness  of customers and current
market and economic  conditions in conjunction  with evaluating  customer credit
worthiness.  The allowance for doubtful accounts balance is established based on
the  portion of those  accounts  receivable  which are deemed to be  potentially
uncollectible.  Changes in judgments on these factors could impact the timing of
costs recognized.

The Company states inventories at the lower of cost or market,  using a standard
cost  methodology  to determine  the cost basis for the  inventory.  This method
approximates  actual cost on a  first-in-first-out  basis. The recoverability of
inventories  is based on the types  and  levels of  inventory  held,  forecasted
demand, pricing, competition and changes in technology.

The Company records  valuation  allowances to reduce deferred tax assets when it
is more likely than not that some portion of the amount may not be realized. The
Company  evaluates  the need for  valuation  allowances  on a regular  basis and
adjusts the allowance as needed.  These  adjustments,  when made,  would have an
impact  on the  Company's  financial  statements  in the  period  that they were
recorded.

Intangible  assets with  estimable  useful lives are amortized to their residual
values over those estimated  useful lives in proportion to the economic  benefit
consumed.

Long-lived  assets with estimated useful lives are depreciated to their residual
values over those useful lives in  proportion  to the economic  value  consumed.
Long-lived assets are tested for impairment at the group level, which is usually
an economic unit such as a  manufacturing  facility or  department,  which has a
measurable  economic  output  or  product.  Long-lived  assets  are  tested  for
impairment  when events or changes in  circumstances  indicate that the carrying
amount of a long-lived  asset may not be recoverable and exceeds its fair market
value. This circumstance exists if the carrying amount of the assets in question
exceeds the sum of the  undiscounted  cash flows expected to result from the use
of the  asset.  The  impairment  loss is  measured  as the  amount  by which the
carrying  amount of a long-lived  asset  exceeds its fair value as determined by
the  discounted  cash flow or in the case of negative cash flow, an  independent
market appraisal of the asset.

Goodwill  is tested  annually  during the fourth  fiscal  quarter,  or sooner if
indicators of impairment  exist,  for impairment by the Company at the reporting
unit level by comparing the fair value of the  reporting  unit with its carrying
value.  Valuation  methods for  determining the fair value of the reporting unit
include  reviewing  quoted  market  prices and  discounted  cash  flows.  If the
goodwill


                                       30
<PAGE>

is indicated as being  impaired  (the fair value of the  reporting  unit is less
than  the  carrying  amount),  the  fair  value  of the  reporting  unit is then
allocated to its assets and  liabilities in a manner similar to a purchase price
allocation in order to determine  the implied fair value of the  reporting  unit
goodwill.  This  implied  fair  value of the  reporting  unit  goodwill  is then
compared with the carrying  amount of the reporting  unit goodwill and, if it is
less, the Company would then recognize an impairment loss.

The  projection  of future  cash  flows  for the  goodwill  impairment  analysis
requires  significant  judgments and estimates  with respect to future  revenues
related to the assets and the future  cash  outlays  related to those  revenues.
Actual  revenues and related cash flows or changes in  anticipated  revenues and
related cash flows could result in changes in this  assessment  and result in an
impairment charge.  The use of different  assumptions could increase or decrease
the related impairment charge.

Liquidity and Capital Resources

Net cash  provided by  operations  for the nine months  ended March 31, 2006 was
$10.9  million,  while net cash provided by operations for the first nine months
of the prior year was $4.6 million.  The positive  cash flow from  operations in
the  current  nine  months  was  due to the  high  level  of net  income  before
depreciation and non cash equity compensation,  which more than off-set the $3.3
million  (restated) used to fund the current  inventory and accounts  receivable
increase.  The positive  cash flow from  operations  in the first nine months of
fiscal 2005 was due primarily to income before depreciation and amortization for
the period  coupled with a $1.1 million  decline in trade and other  receivables
which  off-set a $3.1 million  increase in inventory and a $3.1 million pay down
of current liabilities.

Net cash used in, or provided by, investing activities consists of funds used to
purchase capital equipment, proceeds from the sale of investments and funds used
or provided by the net purchase or maturity of marketable debt securities.

Net cash used in  investing  activities  in the first nine months of fiscal 2006
was $1.4  million and  consisted  of $2.9  million  provided by the  maturity of
marketable  debt  securities,  net of  $4.3  million  used  to  acquire  capital
equipment. Net cash provided by investing activities in the first nine months of
fiscal 2005 was $3.8  million and  consisted  of funds  provided by the sale and
maturity of marketable  securities totaling $11.9 million,  which were partially
off-set by capital  additions  of $8.3  million,  including  approximately  $5.0
million for the purchase and renovation of the new Anaren Ceramics facility.

Net cash used in financing  activities was $7.6 million in the first nine months
of fiscal 2006 and $20.7  million in the first nine months of last fiscal  year.
Cash used in the first nine months of fiscal 2006 consisted of $9.8 million used
for the purchase of 344,311 treasury shares, net of $2.2 million in cash and tax
benefits  received  from the exercise of stock  options.  Cash used in the first
nine months of fiscal  2005 was $20.9  million  for the  purchase  of  1,701,532
treasury shares, net of $181,000 received from the exercise of stock options.

During the remainder of fiscal 2006, the Company  anticipates that its main cash
requirements  will be for  additions  to capital  equipment  and the purchase of
additional  treasury shares when market prices allow.  Capital  expenditures are
expected  to total  between  $5.0 and $5.5  million  for fiscal 2006 and will be
funded by existing cash balances.


                                       31
<PAGE>

The Company  expects to continue to purchase  shares of its common  stock in the
open market and/or through  private  negotiated  transactions  under the current
Board  authorization,  depending on market  conditions.  At March 31, 2006 there
were   1,077,879   shares   remaining   under  the  current   Board   repurchase
authorization.

At March 31, 2006,  the Company had  approximately  $81.0 million in cash,  cash
equivalents, and marketable securities. The Company has no debt, and on a fiscal
year  basis has had  positive  operating  cash flow for over  eight  years.  The
Company believes that its cash  requirements for the foreseeable  future will be
satisfied  by currently  invested  cash  balances  and expected  cash flows from
operations.

Disclosures About Contractual Obligations and Commercial Commitments

Accounting standards require disclosure concerning the Company's obligations and
commitments  to make  future  payments  under  contracts,  such as  debt,  lease
agreements,  and under  contingent  commitments,  such as debt  guarantees.  The
Company's obligations and commitments at March 31, 2006 are as follows:

<TABLE>
<CAPTION>
                                                     Payment Due by Period
                                                     ---------------------
                                                   Less
                                       Total      than 1 Yr.  2-3 Yrs    4-5 Yrs   Over 5 Yrs
                                       -----      ----------  -------    -------   ----------
<S>                                  <C>          <C>        <C>        <C>        <C>
Contractual obligations
-----------------------
Operating leases - facilities        $3,739,684   $501,635   $967,610   $908,176   $1,362,263
Deferred compensation                   354,120     65,000    130,000    130,000       29,120
</TABLE>

Recent Accounting Pronouncements

In November, 2004 the FASB published Statement of Financial Accounting Standards
No. 151,  Inventory  Costs, an amendment of ARB No. 43, Chapter 4. Statement 151
amends  the  guidance  in  Chapter  4,  "Inventory  Pricing"  of ARB No.  43 and
clarifies the accounting for abnormal amounts of idle facility expense, freight,
handling  costs,  and wasted  material  (spoilage).  Statement 151 requires that
those items be recognized as current-period charges. Statement 151 also requires
that  allocation  of fixed  production  overheads to the costs of  conversion be
based on the normal  capacity of the  production  facilities.  Statement  151 is
effective for inventory  costs incurred during fiscal years beginning after June
15, 2005.  Statement 151 was  effective  for the Company's  2006 fiscal year and
upon  adoption  did  not  have a  material  impact  on the  Company's  financial
statements.

In May 2005, the FASB published Statement of Financial  Accounting Standards No.
154,  Accounting Changes and Error  Corrections.  Statement 154 replaces APB No.
20, Accounting  Changes,  and FASB Statement No. 3, Reporting Changes in Interim
Financial  Statements.  The Statement  changes the accounting for, and reporting
of, a change in  accounting  principle.  Statement  154  requires  retrospective
application  to prior  periods'  financial  statements  of voluntary  changes in
accounting  principle and changes required by new accounting  standards when the
standard  does  not  include  specific  transition  provisions,   unless  it  is
impracticable  to do so.  Statement 154 is effective for accounting  changes and
corrections  of errors in fiscal years  beginning  after  December 15, 2005 (the
Company's fiscal 2007).  Early  application is permitted for accounting  changes
and  corrections of errors during fiscal years beginning after June 1, 2005 (the
Company's fiscal 2006).


                                       32
<PAGE>

Forward-Looking Cautionary Statement

The  statements   contained  in  this  Form  10-Q/A  which  are  not  historical
information are "forward-looking  statements".  These, and other forward-looking
statements,  are subject to business and economic risks and  uncertainties  that
could cause actual results to differ materially from those discussed.  The risks
and  uncertainties  described  below are not the only  risks  and  uncertainties
facing our Company. Additional risks and uncertainties not presently known to us
or that are currently deemed immaterial may also impair our business operations.
If any of the following  risks actually  occur,  our business could be adversely
affected,  and the trading price of our common stock could decline,  and you may
lose all or part of your  investment.  Such known factors  include,  but are not
limited to: the need for any follow-on  actions in connection with the Company's
accounting  practices,  and the  impact of the  Company's  restatements  and the
reaction to them from the Company's  stockholders  and the financial  markets in
general; unanticipated delays and/or difficulties associated with ramping up the
Company's  Suzhou China  facility to meet  existing and  anticipated  demand for
certain  Wireless  products;  unanticipated  delays in  successfully  completing
customer orders within  contractually  required  timeframes;  increased  pricing
pressure from our customers;  decreased capital expenditures by wireless service
providers;  the  possibility  that the  Company  may be unable  to  successfully
execute its business  strategies or achieve its operating  objectives,  generate
revenue growth or achieve profitability expectations;  successfully securing new
design  wins  from  our OEM  customers,  reliance  on a  limited  number  of key
component suppliers,  unpredictable difficulties or delays in the development of
new  products;   order  cancellations  or  extended  postponements;   the  risks
associated with any  technological  shifts away from the Company's  technologies
and core competencies;  unanticipated impairments of assets including investment
values and  goodwill;  diversion  of defense  spending  away from the  Company's
products and or technologies due to on-going military operations; and litigation
involving antitrust,  intellectual  property,  environmental,  product warranty,
product liability,  and other issues. You are encouraged to review Anaren's 2005
Annual  Report,  Anaren's  Form 10-K for the fiscal year ended June 30, 2005 and
Anaren's  Form 10-Q (as  amended)  for the three months ended March 31, 2006 and
exhibits to those Reports filed with the Securities  and Exchange  Commission to
learn more about the various risks and  uncertainties  facing Anaren's  business
and their potential impact on Anaren's revenue, earnings and stock price. Unless
required  by law,  Anaren  disclaims  any  obligation  to update  or revise  any
forward-looking statement.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The following  discusses the Company's  possible exposure to market risk related
to changes in interest rates, equity prices and foreign currency exchange rates.
This discussion  contains  forward-looking  statements that are subject to risks
and  uncertainties.  Results could differ  materially from those  anticipated in
these  forward-looking  statements  as a result of  various  factors,  including
factors described elsewhere in this Quarterly Report on Form 10-Q (as amended).

As of March 31, 2006,  the Company had cash,  cash  equivalents  and  marketable
securities of $81.0 million, all of which consisted of highly liquid investments
in  marketable  debt  securities.  The  marketable  debt  securities  at date of
purchase  normally  have  maturities  between one and 18 months,  are exposed to
interest rate risk and will decrease in value if market interest rates increase.
A  hypothetical  decrease in market  interest rates of 10.0% from March 31, 2006
rates,  or 0.30%,  would have reduced net income and cash flow by  approximately
$61,000,  or $0.003  per  share for the  quarter.  Due to the  relatively  short
maturities  of the  securities  and its  ability  to hold those  investments  to
maturity,  the Company does not believe  that an immediate  decrease in interest
rates would have a significant  effect on its financial  condition or results of
operations.  Over time,  however,  declines  in  interest  rates will reduce the
Company's interest income.


                                       33
<PAGE>

Item 4. Controls and Procedures

A.    Evaluation of Disclosure Controls and Procedures

The Company's Chief Executive  Officer and its Chief Financial Officer evaluated
the Company's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules  13a-15(e) and  15(d)-15(e))  as of the end of the period  covered by this
quarterly  report.  Management  has  concluded  that  the  Company's  disclosure
controls and procedures were not effective due to a material weakness related to
the Company's  internal control  surrounding the accounting for foreign currency
translation  adjustments  for  discontinued  operations,  which  resulted  in an
adjustment to the unaudited interim  financial  statements for the third quarter
of fiscal 2006.  Management believes that the accompanying  financial statements
for the third quarter of fiscal 2006 are presented  fairly and that the material
weakness has been remediated as of January 26, 2007.

B.    Changes in Internal Control Over Financial Reporting

Except  as noted  above,  there has been no  change  in the  Company's  internal
control over financial reporting that occurred during the fiscal quarter covered
by this  report  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the Company's internal controls over financial reporting.


                                       34
<PAGE>

PART II OTHER INFORMATION

Item 1A. Risk Factors

The Company is exposed to certain risk factors that may effect operations and/or
financial results. The significant factors known to the Company are described in
the Company's  most recently  filed annual report on Form 10-K and below.  There
have been no material  changes from the risk factors as previously  disclosed in
the Company's annual report on Form 10-K, except as set forth below:

The filing of this Amended Quarterly Report Could Adversely Affect the Company's
Stock Price

This amended Quarterly Report on Form 10-Q/A restates the Company's consolidated
condensed  financial  statements  for the three  months  ended  March 31,  2006,
modifies related disclosures, and discloses a material weakness in the Company's
disclosure  controls and procedures.  The Company cannot predict the reaction to
the  filing of this  amended  Quarterly  Report  from its  shareholders  and the
financial  markets in general.  An adverse  reaction by its  shareholders or the
financial  markets in general  could  cause the  market  price of the  Company's
Common Stock to decline, potentially rapidly and sharply.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On May 10,  2005,  the Board of Directors  increased by 2,000,000  the number of
shares that the Company was authorized to repurchase in open market or privately
negotiated  transactions  through  its  previously  announced  stock  repurchase
program and as of December 31, 2005, 1,078,579 remained authorized for purchase.
The  program,  which  may  be  suspended  at any  time  without  notice,  has no
expiration  date. The following table sets forth  information  regarding  shares
repurchased  and  purchasable  under the program during and as of the end of the
periods indicated.  On March 31, 2006,  1,077,879 shares remained authorized for
purchase.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
     Period                  Total Number of       Average Price Paid       Total Number of      Maximum Number (or
                            Shares (or Units)     per Share (or Unit)      Shares (or Units)     Approximate Dollar
                                Purchased                                Purchased as Part of   Value) of Shares (or
                                                                          Publicly Announced     Units) that May Yet
                                                                           Plans or Programs     Be Purchased Under
                                                                                                the Plans or Programs
---------------------------------------------------------------------------------------------------------------------
<S>                                <C>                    <C>                      <C>                 <C>
 January 2006                       --                        --                    --                 1,078,579
---------------------------------------------------------------------------------------------------------------------
 February 2006                     700                    $15.72                   700                 1,077,879
--------------------------------------------------------------------------------------------------------------------
 March 2006                         --                        --                    --                 1,077,879
---------------------------------------------------------------------------------------------------------------------
 Total                             700                                             700
---------------------------------------------------------------------------------------------------------------------
</TABLE>

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

            None.

Item 6. Exhibits

            31    RULE 13a-14(a) CERTIFICATIONS

            32    SECTION 1350 CERTIFICATIONS


                                       35
<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, Inc.
                                        ------------
                                        (Registrant)

Date: January 31, 2007                  /s/Lawrence A. Sala
                                        ----------------------------------------
                                        Lawrence A. Sala
                                        President & Chief Executive Officer

Date: January 31, 2007                  /s/Joseph E. Porcello
                                        ----------------------------------------
                                        Joseph E. Porcello
                                        Sr. Vice President of Finance, Treasurer


                                       36