Exhibit Index on Page  18
								 ----
		      UNITED STATES
	    SECURITIES AND EXCHANGE COMMISSION
		 WASHINGTON, D. C. 20549

			FORM 10-Q

(Mark One)

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

For the quarterly period ended      August 29, 1998
			       ---------------------------------------------
				    or

[  ]  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:   1-8821

		   GENERAL MICROWAVE CORPORATION
----------------------------------------------------------------------------
	  (Exact name of registrant as specified in its charter)

	    New York                                   11-1956350
----------------------------------------------------------------------------
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                  Identification No.)

5500 New Horizons Boulevard, Amityville, New York      11701
----------------------------------------------------------------------------
(Address of principal executive offices)             (Zip Code)

			   (516)  226-8900
----------------------------------------------------------------------------
	   (Registrant's telephone number, including area code)

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

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

			  [X] Yes   [ ] No

     As of September 25, 1998, there were 1,210,903 shares of common stock
outstanding.
				  Page 1 of 19
<PAGE>



		  PART I  -  FINANCIAL INFORMATION


Item l.  Financial Statements.
-------  ---------------------



















































				  Page 2
<PAGE>













		      GENERAL MICROWAVE CORPORATION

			    AND SUBSIDIARIES

		    CONSOLIDATED FINANCIAL STATEMENTS

			       (Unaudited)

			     AUGUST 29, 1998






































				  Page 3
<PAGE>



<TABLE>BALANCE SHEET ASSETS
<CAPTION>

	       GENERAL MICROWAVE CORPORATION AND SUBSIDIARIES

			CONSOLIDATED BALANCE SHEETS

				A S S E T S



					    August 29, 1998   February 28, 1998
					      (Unaudited)
					    ---------------   -----------------
<S>                                            <C>              <C>
Current assets:

  Cash                                         $  4,687,847     $  3,278,574
  Restricted cash                                      -             200,000
  Accounts receivable, net of allowance for
    doubtful accounts                             3,493,281        4,451,220
  Inventories                                     5,005,991        4,440,889
  Prepaid expenses and other current assets         228,051          287,437
  Deferred income taxes, net                        794,083          794,083
					       -------------    -------------
      Total current assets                       14,209,253       13,452,203


  Property, plant and equipment, net              5,820,046        5,714,943
  Debt issuance costs, net                           25,195           35,629
  Costs in excess of fair value of net
     assets acquired, net                           566,373          604,173
  Other intangible assets, net                      130,686          137,686
  Other assets                                       53,620           92,518
					       -------------    -------------
					       $ 20,805,173     $ 20,037,152
					       =============    =============
</TABLE>

See accompanying notes to consolidated financial statements.















				  Page 4
<PAGE>



<TABLE>BALANCE SHEET LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>

		GENERAL MICROWAVE CORPORATION AND SUBSIDIARIES

			CONSOLIDATED BALANCE SHEETS

		     LIABILITIES AND STOCKHOLDERS' EQUITY


					    August 29, 1998   February 28, 1998
					      (Unaudited)
					    ---------------   -----------------
<S>                                          <C>                <C>
Current liabilities:
  Current installments of long-term debt     $     662,883      $     675,000
  Short-term borrowing                                -               230,319
  Accounts payable                                 875,025            656,387
  Customer advance payments                           -               314,474
  Accrued payroll and other employee benefits      785,129            816,487
  Accrued expenses and other current
    liabilities                                  1,285,411          1,277,789
  Income taxes payable                             295,104               -
  Accrued commissions                              224,675            189,595
					     --------------     --------------
	  Total current liabilities              4,128,227          4,160,051
					     --------------     --------------

Long term debt, less current installments          796,882            806,250
Deferred income taxes                              589,995            589,995
Minority interest                                   50,692             40,645

Stockholders' equity:
  Preferred stock, $.01 par value;
    1,000,000 shares authorized and unissued          -                  -
  Common stock, $.01 par value; 5,000,000
    shares authorized; issued 1,678,011 at
    August 29, 1998 and 1,677,761 at
    February 28, 1998                               16,780             16,778
  Additional paid-in capital                     9,631,746          9,630,499
  Retained earnings                              8,779,550          7,981,583
					     --------------     --------------
						18,428,076         17,628,860
Less: treasury stock, at cost                    3,188,699          3,188,649
					     --------------     --------------
						15,239,377         14,440,211
					     --------------     --------------
					     $  20,805,173      $  20,037,152
					     ==============     ==============
</TABLE>

See accompanying notes to consolidated financial statements.

				  Page 5
<PAGE>


<TABLE>STATEMENT OF OPERATIONS
<CAPTION>
		GENERAL MICROWAVE CORPORATION AND SUBSIDIARIES

		     CONSOLIDATED STATEMENTS OF OPERATIONS


				      FOR THE QUARTER ENDED               SIX MONTHS ENDED
				 August 29, 1998  August 30, 1997   August 29, 1998  August 30, 1997
				 ---------------  ---------------   ---------------  ---------------
					   (Unaudited)                       (Unaudited)
<S>                                 <C>             <C>               <C>              <C>
Net sales                           $ 5,909,234     $ 5,487,800       $ 11,835,926     $ 10,474,928
				    ------------    ------------      -------------    -------------
Costs and expenses:
  Cost of sales                       3,591,368       3,611,278          7,350,478        6,830,823
  Selling                               686,594         644,651          1,223,264        1,268,250
  General and administrative            921,369         767,545          1,844,577        1,578,918
  Research and development              161,400         100,430            254,681          213,831
				    ------------    ------------      -------------    -------------
				      5,360,731       5,123,904         10,673,000        9,891,822
				    ------------    ------------      -------------    -------------

Operating earnings                      548,503         363,896          1,162,926          583,106
				    ------------    ------------      -------------    -------------

Other expenses (income):
  Interest expense                       13,383          28,444             30,406           71,766
  Dividend and interest income          (45,169)        (23,914)           (94,738)         (46,152)
  Other                                  22,645          11,796             39,291           24,135
				    ------------    ------------      -------------    -------------
					 (9,141)         16,326            (25,041)          49,749
				    ------------    ------------      -------------    -------------

Earnings from continuing operations
  before provision for income taxes     557,644         347,570          1,187,967          533,357
Provision for income taxes              200,000          30,000            390,000           48,000
				    ------------    ------------      -------------    -------------
Net earnings from continuing
  operations                        $   357,644     $   317,570       $    797,967     $    485,357

Discontinued operations:
Gain on sales of assets of
  Math Associates, Inc.                    -            952,811               -             952,811
				    ------------    ------------      -------------    -------------
Net earnings                        $   357,644     $ 1,270,381       $    797,967     $  1,438,168
				    ============    ============      =============    =============
 
Basic net earnings per share:
  From continuing operations        $      0.30     $      0.26       $       0.66     $       0.40
  From discontinued operations              -              0.79                -               0.79
				    ------------    ------------      -------------    -------------
Basic net earnings per share        $      0.30     $      1.05       $       0.66     $       1.19
				    ============    ============      =============    =============
Diluted net earnings per share:
  From continuing operations        $      0.28     $      0.26       $       0.64     $       0.40
  From discontinued operations              -              0.78                -               0.78
				    ------------    ------------      -------------    -------------
Diluted net earnings per share      $      0.28     $      1.04       $       0.64     $       1.18
				    ============    ============      =============    =============

Weighted average number of common
  shares outstanding-Basic            1,210,904       1,205,893          1,210,787        1,205,776

Weighted average number of common
  shares outstanding-Diluted          1,258,480       1,228,224          1,247,389        1,216,942
</TABLE>
See accompanying notes to consolidated financial statements.

				  Page 6
<PAGE>



<TABLE>STATEMENT OF CASH FLOWS
<CAPTION>
		  GENERAL MICROWAVE CORPORATION AND SUBSIDIARIES

		       CONSOLIDATED STATEMENTS OF CASH FLOWS

							   FOR THE SIX MONTHS ENDED
						      August 29, 1998    August 30, 1997
						      ---------------    ---------------
								 (Unaudited)
<S>                                                    <C>                <C>
Cash flows from operating activities:
  Net earnings from continuing operations              $    797,967       $    485,357
  Adjustments to reconcile net earnings
    to net cash provided by operating activities:
      Depreciation and amortization                         385,679            413,635
      Gain on disposal of equipment                            -                 1,394
      Minority interest in earnings of
	consolidated subsidiary                              10,047              6,864
      Changes in assets and liabilities:
	Accounts receivable, net                            947,074            147,965
	Inventories                                        (565,102)           211,535
	Prepaid expenses and other current assets            59,386             (5,737)
	Accounts payable and accrued liabilities            604,436           (331,596)
	Customer advance payments                          (314,474)              -
	Other, net                                           38,898             27,761
						       -------------      -------------
	  Net cash provided by operating activities       1,963,911            957,178
						       -------------      -------------

Net cash provided by (used in) discontinued operations      (65,408)           278,291
						       -------------      -------------
Cash flows from investing activities:
  Purchase of property, plant & equipment                  (435,549)          (230,082)
  Purchase of intangible assets                                -                (3,723)
						       -------------      -------------
	  Net cash used in investing activities            (435,549)          (233,805)
						       -------------      -------------
Cash flows from financing activities:
  Net payments on long-term debt                            (21,485)          (318,061)
  Net payments on short-term borrowings                    (230,319)          (451,871)
  Purchase of treasury stock                                    (50)              -
  Proceeds from exercise of stock options                     1,250              1,250
						       -------------      -------------
	  Net cash used in financing activities            (250,604)          (768,682)
						       -------------      -------------

Net increase in cash                                      1,212,350            232,982
Cash at beginning of the period                           3,475,497          1,945,362
						       -------------      -------------
Cash at end of the period                              $  4,687,847       $  2,178,344
						       =============      =============
Supplemental disclosure of cash flow information:
  Cash paid during the period for:
  Interest                                                   30,889             75,982
  Income Taxes                                              149,008             16,547

</TABLE>
See accompanying notes to consolidated financial statements.

				  Page 7
<PAGE>



	  GENERAL MICROWAVE CORPORATION AND SUBSIDIARIES

	    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

			 August 29, 1998

			   (Unaudited)


NOTE 1: The consolidated financial statements include the accounts
	of General Microwave Corporation (GMC), its wholly-owned
	subsidiaries, General Microwave Foreign Sales Corporation
	(FSC), Micro-El Patent Corporation and GMC Associates, Inc.
	(formerly known as Math Associates, Inc. (Math)); its
	indirect wholly-owned subsidiaries, General Microwave
	Israel Corporation (GMIC) and General Microwave Israel
	(1987) Ltd. (GMIL); and its majority-owned subsidiary
	General Microcircuits Corporation (GMCC).  All intercompany
	accounts and transactions have been eliminated in
	consolidation.

NOTE 2: The accompanying consolidated financial statements have not
	been audited, but in the opinion of management, have been
	prepared in conformity with generally accepted accounting
	principles applying certain judgements and estimates which
	include all adjustments (consisting only of normal
	recurring adjustments) considered necessary to present
	fairly such information.  Operating results for any interim
	period are not necessarily indicative of the results for an
	entire year.

NOTE 3: Cash Equivalents

	For purposes of the consolidated statements of cash flows,
	the Company considers all highly liquid investments with
	original maturities of three months or less to be cash
	equivalents.  There were no cash equivalents at August 29,
	1998 and February 28, 1998.














				  Page 8
<PAGE>





NOTE 4: Inventories on hand at:

				August 29, 1998   February 28, 1998
				---------------   -----------------
	Raw materials             $ 2,339,836       $ 2,106,835
	Work in process             2,352,500         2,484,041
	Finished goods                527,725           421,619
				  ------------      ------------
				    5,220,061         5,012,495

	Less progress billings
	and customer advances        (214,070)         (571,606)
				  ------------      ------------
				  $ 5,005,991       $ 4,440,889
				  ============      ============

	Inventories are valued at the lower of cost or market on a
	first-in, first-out basis.

NOTE 5: Accumulated depreciation and amortization of property,
	plant and equipment was $8,824,884 at August 29, 1998 and
	$8,494,439 at February 28, 1998.

NOTE 6: Reclassifications are made whenever necessary to conform
	with the current year's presentation.  The remaining
	current assets and liabilities relating to the discontinued
	operations were deemed to be immaterial and are no longer
	separately presented on the accompanying consolidated
	balance sheets.

NOTE 7: On June 23, 1998 the Stockholders approved an amendment to
	the Company's 1990 Stock Option Plan increasing the number
	of shares of the Company's common stock that may be issued
	pursuant to the plan by 50,000 to 175,000 shares.

















				  Page 9
<PAGE>





NOTE 8: On August 21, 1998, GMC entered into an agreement and plan
	of merger dated as of August 21, 1998 that contemplates the
	merger of GMC into a wholly-owned subsidiary of Herley
	Industries, Inc. of Lancaster, Pennsylvania for $18.00 per
	outstanding share of stock of GMC in cash and a three year
	warrant to purchase one share of common stock of Herley
	Industries, Inc. exercisable at $14.40 per share through
	January 11, 1999, and thereafter at $15.60 per share until
	expiration.  Thirty percent of General Microwave
	Corporation's shareholders have signed irrevocable proxies
	agreeing to the merger of the two companies.  The
	transaction is subject to the approval of the stockholders
	of GMC and customary closing conditions.









































				  Page 10
<PAGE>




ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
	-----------------------------------------------------------
	AND RESULTS OF OPERATIONS
	-------------------------

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

For the Quarter Ended August 29, 1998 compared with the Quarter Ended
---------------------------------------------------------------------
August 30, 1997.
----------------

In the second quarter of fiscal 1999, net sales from continuing operations
of $5,909,234 increased by $421,434 (7.7%) from the comparable quarter last
year.  In the second quarter of fiscal 1999, the Company had net earnings
of $357,644 or $.30 basic net earnings per share and $.28 diluted net
earnings per share.  In the second quarter of fiscal 1998, the Company had
net earnings from continuing operations of $317,570 or $.26 basic and
diluted net earnings per share.  Including a gain on the sale of assets of
the discontinued operations of Math Associates, Inc. of $952,811 or $.79
basic net earnings per share, or $.78 diluted net earnings per share, total
fiscal 1998 second quarter net earnings were $1,270,381 or $1.05 basic net
earnings per share and $1.04 diluted net earnings per share.  In the current
quarter, sales and earnings increased from the prior year primarily at the
Amityville facility.  See discussion under six month comparison below.

Cost of sales, as a percentage of sales, decreased during the current
quarter to 60.8% from 65.8% during the comparable quarter of last year.
Management attributes this improvement to a better product mix and
production efficiencies in the Amityville facility.  General and
administrative expenses increased as a percentage of sales in the current
fiscal quarter, to 15.6% from 14.0% in the comparable quarter of last year,
primarily due to accruals for the executive incentive bonus plan due to
higher earnings levels and increased salaries and benefits for additional
administrative support.

During the second quarter of fiscal 1999, sales orders booked were $8.9
million and the closing backlog was $16.9 million compared with $4.1 million
and $14.7 million, respectively, for the second quarter of fiscal 1998.

For the Six Months Ended August 29, 1998 compared with the Six Months Ended
---------------------------------------------------------------------------
August 30, 1997.
----------------

During the first half of fiscal 1999, net sales were $11,835,926 compared
with $10,474,928 for the first half of fiscal 1998, representing a 13.0%
increase.  Net earnings were $797,967 or $.66 basic net earnings per share
and $.64 diluted net earnings per share for the current period, as compared
to net earnings of $485,357 or $.40 basic and diluted net earnings per
share from continuing operations for the prior six month period.  Net
earnings for the first half of fiscal 1998 were $1,438,168 or $1.19 basic
net earnings per share and $1.18 diluted net earnings per share, which

				  Page 11
<PAGE>




included net earnings from discontinued operations of $952,811, or $.79 per
basic share and $.78 per diluted share.

Sales increased primarily in the Amityville facility with significant
earnings improvement at both the Amityville and Billerica, Massachusetts
facilities.

Cost of sales, as a percentage of sales, decreased to 62.1% in the first
half of fiscal 1999, compared to 65.2% in the first half of fiscal 1998,
as a result of a better product mix and continued improvements in processes
and controls.

During the first half of fiscal 1999, selling expenses decreased as a
percentage of sales to 10.3% from 12.1% in the prior year principally due
to lower commissions and royalties payable related to the customer mix in
the first half of fiscal 1999.  Interest expense decreased due to reduced
borrowings.  Investment income increased because of increased levels of
cash outstanding.

The provision for income taxes for the six months ended August 29, 1998,
reflects an estimated annual effective tax rate of approximately 32.9%.
This rate is less than the federal statutory rate of 34% principally due
to a lower tax rate on the income generated by the Company's Israeli
subsidiary offset partially by the provision for state income taxes.

During the first half of fiscal 1999, sales orders booked were $14.8
million and the backlog was $16.9 million compared with $8.2 million and
$14.7 million, respectively, for the first half of fiscal 1998.

Liquidity and Capital Resources
-------------------------------
August 29, 1998 compared with February 28, 1998
-----------------------------------------------

At August 29, 1998, the Company's ratio of current assets to current
liabilities was 3.4 to 1 compared to 3.2 to 1 at February 28, 1998.

During the first half of fiscal 1999, cash flows from continuing operations
increased to approximately $1,964,000 as compared to the comparable period
last year of approximately $957,000, primarily due to increased
profitability from operations and reductions in accounts receivable during
the six month period.  A portion of cash flows during the first half of
fiscal 1999 were utilized to purchase equipment for approximately $436,000
and repay long and short term borrowings totaling approximately $252,000.
The Company expects to spend up to $350,000 during the remainder of the
year for capital equipment.

The agreements relating to the Company's 7-Day Demand Industrial
Development Revenue Bonds contain several restrictive covenants.  The
Company must, among other things, maintain profitable operations, a minimum
ratio of current assets to current liabilities, a minimum level of tangible

				  Page 12
<PAGE>





net worth, as defined, and must not exceed a specified debt to equity
ratio.  The tangible net worth covenant limits the ability of the Company
to pay cash dividends.  As a result of such covenant, there is
approximately $2,507,000 of unrestricted funds available for the payment
of cash dividends as of August 29, 1998.  Management anticipates using such
funds to enhance future operations and does not anticipate cash dividends
in the immediately foreseeable future.  In addition, as of August 1998, the
Company is no longer required to make monthly sinking fund payments towards
its annual bond payment.  This amount is reflected as restricted cash on
the accompanying consolidated balance sheet as of February 28, 1998.

The Company believes that its present resources, including available
credit, are sufficient to meet its needs for the foreseeable future.

On August 21, 1998, GMC entered into an agreement and plan of merger dated
as of August 21, 1998 that contemplates the merger of GMC into a wholly-
owned subsidiary of Herley Industries, Inc. of Lancaster, Pennsylvania for
$18.00 per outstanding share of stock of GMC in cash and a three year
warrant to purchase one share of common stock of Herley Industries, Inc.
exercisable at $14.40 per share through January 11, 1999, and thereafter
at $15.60 per share until expiration.  Thirty percent of General Microwave
Corporation's shareholders have signed irrevocable proxies agreeing to the
merger of the two companies.  The transaction is subject to the approval
of the stockholders of GMC and customary closing conditions.

Year 2000 Conversion
--------------------

The Company has initiated a comprehensive Year 2000 program to insure there
will be no adverse business effects by Year 2000 issues.  The Company has
instituted extensive internal review and testing procedures on an ongoing
basis to guarantee that all systems are compliant.  At the same time it is
contacting its vendors and service providers and requiring written Year
2000 compliance.  Based on the Company's ongoing evaluation, management
currently believes that the costs to achieve year 2000 compliance will not
be material to the Company's financial position or results of operations.
The Company expects to complete its investigation, remediation and
contingency planning activities for all mission critical systems and areas
by June 30, 1999.  At this time, the Company does not believe that it has
any internal mission critical Year 2000 issues that it cannot remedy.
General Microwave products are free from components that are time and date
dependent and therefore will not be affected by the Year 2000.  Despite its
efforts to survey its customers, suppliers and service providers, the
Company cannot be certain as to the actual Year 2000 readiness of these
third parties or the impact that any non-compliance on their part may have
on the Company's business, results of operations or financial condition.




				  Page 13
<PAGE>




Recent Accounting Pronouncements
--------------------------------

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standard No. 131, "Disclosures about Segments of an Enterprise
and Related Information" (SFAS No. 131), SFAS No. 131 established standards
to report information about operating segments and related discussions
about products and services, geographic areas and major customers.  SFAS
No. 131 is effective for financial statements for the reporting periods
beginning after December 15, 1997.  This statement permits early
application and requires restatement for all prior periods.  The Company
is currently evaluating the requirements of SFAS No. 131 and has not yet
determined what impact this statement will have on information reported
regarding industry segments.

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standard No. 132, "Employers' Disclosures about Pensions and
Other Postretirement Benefits" (SFAS No. 132).  SFAS No. 132 revises
disclosures about pension and other postretirement benefit plans.
Management of the Company does not believe that the implementation of SFAS
No. 132 will have a significant impact on previously reported information
regarding its employee pension plan.
 
Forward-Looking Information
---------------------------

    Certain statements made in this report may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995.  Such forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially different from
any future results, performance or achievements expressed or implied by
such forward-looking statements.  Such factors include, among others, the
following:  general economic conditions; the level of domestic and
worldwide spending on military defense products; timing and volume of
incoming orders; shipment volumes; competitive factors such as rival
component manufacturers' competing technologies; acceptance of new Company
products; price pressures; the Company's ability to invest in new product
development and new processes and its ability to integrate these processes
in its manufacturing operations; manufacturing capacity and the ability to
"ramp" to meet anticipated demand; engineering development costs;
availability of third party supplier parts at reasonable prices;
obsolescence of inventory due to changes in customer demand; efficiencies
of manufacturing processes; and availability of financial resources to fund
anticipated growth.





				  Page 14
<PAGE>



		   PART II - OTHER INFORMATION


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

    General Microwave Corporation held its Annual Meeting of
Stockholders on June 23, 1998.

    At that meeting, the persons listed below who were the nominees
of the Board of Directors listed in the Corporation's proxy
statement for the meeting were elected as the entire Board of
Directors of General Microwave Corporation, and the votes of the
number of shares of Common Stock set forth below were cast as set
forth below with respect to each of them.  There were no other
nominees for director of General Microwave Corporation at that
meeting.  There were 3,500 broker non-votes with respect to the
election of directors and 2,810 shares abstained.

					    Authority to
			      For           Vote Withheld
			    ---------       -------------
    Sherman A. Rinkel       1,144,051               0
    Moe Wind                1,143,051           1,000
    Stanley Simon           1,142,051           2,000
    Mitchell Tuckman        1,144,051               0
    Edmond D. Franco        1,141,051           3,000
    Michael I. Stolzar      1,142,051           2,000
    Michael D. Magidson     1,141,051           3,000
    Arnold H. Levine        1,141,651           2,400
    Rozalie Schachter       1,143,551             500


    At that meeting, the stockholders also adopted and approved an
amendment to the General Microwave Corporation 1990 Stock Option
Plan that increased the number of shares of the Corporation's
common stock that may be issued pursuant to that plan by 50,000 to
175,000.  The votes of 1,093,976 shares of Common Stock were cast
in favor of adoption and approval of the amendment, the votes of
50,096 shares were cast against adoption and approval of the
amendment, the votes of 2,789 shares abstained, and there were
3,500 broker non-votes with respect to adoption and approval of the
amendment.







				  Page 15
<PAGE>





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

    (a)   Exhibits:
	  ---------

	  The following exhibits are filed with this Quarterly
	  Report on Form 10-Q.

	  10(c) 1990 Stock Option Plan, as amended June 23, 1998
		- Incorporated by reference to Proxy Statement
		dated May 27, 1998, filed June 1, 1998.

	  27    Financial Data Schedule (filed with
		electronically filed copy only)



    (b)   Reports on Form 8-K:
	  --------------------

	  None.






























				  Page 16
<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.



				   GENERAL MICROWAVE CORPORATION
				   -----------------------------
					   (Registrant)




Date: October 8, 1998              By:S/Arnold H. Levine
				   -----------------------------
				   Arnold H. Levine, Vice 
				   President-Finance, Treasurer,
				   Chief Financial Officer
				   (Principal Financial and
				   Chief Accounting Officer)
























				  Page 17
<PAGE>





			  Exhibit Index
			  -------------


						 Page Number in
						   Sequential
Exhibit No.                                        Numbering
-----------                                      --------------

   10(c)    1990 Stock Option Plan, as amended
	    June 23, 1998 - Incorporated by
	    reference to Proxy Statement dated
	    May 27, 1998, filed June 1, 1998.

   27       Financial Data Schedule                    19
	    (Filed with electronically
	    filed copy only)


































				  Page 18
<PAGE>




		GENERAL MICROWAVE CORPORATION
		      AND SUBSIDIARIES
		   FINANCIAL DATA SCHEDULE
		       Page 19 of 19