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    December 2, 1995                
                                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 December 29, 1995, there were 1,197,390 shares of common stock
outstanding.

<PAGE>




 		                PART I  -  FINANCIAL INFORMATION
          
                		 Item l.  Financial Statements.
                   -------  ---------------------



<PAGE>









  




                	    GENERAL MICROWAVE CORPORATION
		                                  
                        	  AND SUBSIDIARIES
                                  
                  	CONSOLIDATED FINANCIAL STATEMENTS
                                  
                        	     (Unaudited)
                                  
                       		    December 2, 1995    
                                           




<PAGE>












<TABLE>BALANCE SHEET ASSETS
<CAPTION>                              
            

		GENERAL MICROWAVE CORPORATION AND SUBSIDIARIES						
								
			CONSOLIDATED BALANCE SHEETS					
								
				A S S E T S 				
							
                                         December 2, 1995    February 28, 1995
                                            (Unaudited)	
                                         ----------------   -------------------
<S>                                      <C>                 <C> 		
Current Assets:								
	Cash and cash equivalents               $     925,733 	     $      1,053,861 	
	Investments                                      - 	                 757,909 	
	Accounts receivable less allowance
 for doubtful accounts of $90,000            3,922,314              5,597,150 
	Inventories                                 7,539,631              7,594,526 	
	Prepaid expenses and other current assets     366,085                208,152 
	Income taxes receivable                       212,892                    -   	
	Deferred income taxes, net                    485,965                485,965 
								                                  ------------         ---------------
Total current assets                       	13,452,620             15,697,563 	
								
Property, plant and equipment, net           6,433,916              6,586,563 	
Costs in excess of fair market value of 								
     net assets acquired, net                  939,441                721,149 	
Debt issuance costs, net                        80,843                 96,494 
Intangible assets, net                         183,988                217,291 
Other assets                                   131,491                122,768 	
								                                  ------------         --------------   
Total Assets                                21,222,299             23,441,828
                                          ============         ==============
</TABLE>
								
See accompanying notes to consolidated financial statements.			

<PAGE>

<TABLE>BALANCE SHEET LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>
					
		GENERAL MICROWAVE CORPORATION AND SUBSIDIARIES						
								
			CONSOLIDATED BALANCE SHEETS					
								
								
LIABILITIES AND STOCKHOLDER'S EQUITY						
                                         	 						
                	                   		 December 2, 1995  February 28, 1995
                              				     		(Unaudited)
                                       ----------------  -----------------
<S>						                               <C>            			    <C>
Current liabilities:								
  Current installments of long-term debt  575,000                 575,000
  Notes payable to bank				               155,588		               244,712 
  Accounts payable                      1,726,679                 847,816 	
  Accrued expenses & other 								
    current liabilities                 1,743,205               1,788,585 
  Income taxes payable			                    -   		               338,917 	
                                      -----------           -------------  			

Total current liabilities               4,200,472               3,795,030 	
                                    -------------				        ------------		
Long term debt,
 less current installments              2,074,998               2,631,250 	
								
Deferred income taxes                     612,656                 612,656
								
Minority interest	                         18,687                  65,519 	
								
Stockholders' equity:								
 Preferred stock, $.01 par value:
 1,000,000 shares authorized and unissued          
 Common stock, $.01 par value:
 5,000,000 shares authorized,
 1,664,992 and  1,661,292 issued           16,645                   16,613	
Additional paid-in capital              9,549,406                9,531,034
Retained earnings                       7,938,084                9,973,909
								                            -------------              -----------
	                			                   17,504,135               19,521,556
								                            -------------              -----------
Less: Treasury stock, at cost (467,102								
      and 466,464 shares)               3,188,649                3,184,183
                                    -------------              ----------- 
				                                   14,315,486               16,337,373
                                    -------------              -----------  								
								
								
								
Total liabilities
 & stockholders' equity                21,222,299                23,441,828 	
                                     ============         		   ============


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

<PAGE>

<TABLE>STATEMENT OF OPERATIONS
<CAPTION>
       
		GENERAL MICROWAVE CORPORATION AND SUBSIDIARIES						
								
		      CONSOLIDATED STATEMENTS OF OPERATIONS						
								
                 		      		  	 FOR THE QUARTER ENDED		        	NINE MONTHS ENDED		
  			                   	      	12/2/95 	11/26/94            		12/2/95		11/26/94	
				                         	(Unaudited)	(Unaudited)	      (Unaudited) (Unaudited)
                             ------------ -----------       ----------- -----------
<S>                			       <C>        <C>  		           <C>         <C> 	
Net sales 	          	       	$5,655,179 $6,138,802        $15,450,774 $16,100,989
Cost of sales	 	     		        4,893,306   4,087,222      	 12,156,532  10,867,832
                             ------------ -----------       ----------- -----------
Gross profit        		  	        761,873   2,051,580     		  3,294,242   5,233,157
								
Operating expenses:
 Selling     		                  829,227    791,194   	  		  2,398,037   2,183,183
 Research and development        368,534 	  415,969            984,637     917,233
 General and administrative      744,951    727,442          2,312,897   2,212,083 	
							                       ------------  ---------       ----------  ----------
			                            1,942,712  1,934,605          5,695,571   5,312,499 
							
Operating(loss) earnings      (1,180,839)   116,975         (2,401,329)    (79,342) 	
Other expenses (income):
  Interest expense		              54,351     42,335            156,640     105,968
  Investment Income                9,392    (13,360)           (25,311)    (66,935)
  Other                             -        30,211              -          76,429     
  Change inminority interest       1,834          -            (46,832)        -   
							                      ------------  ---------         -----------   ----------
	                                 65,577     59,186             84,497      115,462 							
Earnings (loss ) before 							
provision for income taxes    (1,246,416)    57,789         (2,485,826)    (194,804)
							
Provision for (recovery of)  							
     income taxes               (191,000)    18,400           (450,000)     (70,000)
                            ------------- ---------         -----------   ----------- 
Net  earnings (loss)          (1,055,416)    39,389         (2,035,826)    (124,804)

Net earnings (loss) per share     (0.88)       0.03 	            (1.70)       (0.10)
                              ==========				========        ============   ==========	  		
Weighted average number of 							
common shares outstanding      1,197,390   1,197,463          1,196,446  1,249,005 
					
</TABLE>
							
See accompanying notes to consolidated financial statements							
							
<PAGE>	
						
<TABLE>STATEMENTS OF CASH FLOWS
<CAPTION>

	GENERAL MICROWAVE CORPORATION AND SUBSIDIARIES							
								
	CONSOLIDATED STATEMENTS OF CASH FLOWS							
								
                                           								     NINE MONTHS ENDED 						
								
					                                                			12/2/95			11/26/94					
						                                               (Unaudited)  (Unaudited)		
                                                    ------------  -----------
<S>                                                   <C>      			<C>					
Cash flows from operating activities:								
	Net loss                                              (2,035,826) (124,804)  			
 	Adjustments to reconcile net loss							
	 to net cash provided by operating activities:
	     Depreciation and amortization                       707,914    722,638	    
      Change in minority interest                         (46,832)	      - 					
	Changes in assets and liabilities:					
	   Accounts receivable, net                            1,674,836   244,893
	   Inventories                                            54,895  (911,212)	  
    Prepaid expenses and other current assets           	(157,933)   27,984 			
	   Income taxes payable/receivable	                     (551,809) (495,139)
	   Other Assets	                                          (8,723)   (3,887)
	   Accounts payable	                                     878,863   270,735 			
	   Accrued expenses and other current liabilities        (45,379) (139,688)
						                                              -------------- ----------
	Total adjustments                                      2,505,832  (283,676)
	Net cash provided by (used in)					
	 operating activities	                                   470,006  (408,480)
						                                              -------------  ----------  
Cash flows from investing activities:						
	Proceeds from sale of short-term investments	           757,909    1,817,480
	Purchase of plant & equipment	                         (434,655)    (373,598)		
	Purchase of short-term investments	                       -          (53,485)
	Purchase of intangible assets	                          (10,950)     (31,253)
 Purchase of additional interest in subsidiary		        (279,000)     (84,600)		
                                                    -------------   ----------
	Net cash provided by investing activities     		         33,304    1,274,544
						                                              -------------   ----------  
Cash flows from financing activities:						
	Payment of long-term borrowings   		                   (645,376)    (559,790)
	Proceeds from exercise of stock options	                 18,404        7,288 			
	Payments to acquire treasury stock			                    (4,466)	 (1,430,115)
                                                     ------------  -----------
	Net cash used in financing activities	 	           	   (631,438) 	(1,982,617)
						                                               ------------  -----------
Cash and cash equivalents:						
						
	Net decrease during the period			                     (128,128)   (1,116,553)
						
	Balance, beginning of the period	                   		1,053,861     1,823,613
						                                               -----------    ----------
	Balance, end of the period                        				  925,733       707,060
						                                               ===========    ===========
						
Supplemental disclosure of cash flow information:						
	Cash paid during the period for:					
	Interest (excluding bank charges)                 			  156,640         98,114
	Income taxes                                   						  113,063         421,844
						
</TABLE>

See accompanying notes to consolidated financial statements.						
									
<PAGE>							
							
							
															
								











                   
          GENERAL MICROWAVE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         December 2, 1995

                             (Unaudited)


NOTE 1:   The consolidated financial statements include the accounts of General
          Microwave Corporation, its wholly owned subsidiaries, General
          Microwave Foreign Sales Corporation (FSC), Micro-El Patent
          Corporation and 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 information furnished in this report reflects all adjustments
          (which include only normal recurring adjustments) which are, in the
          opinion of management, necessary for a fair statement of the results
          for the interim period.  The interim figures are not necessarily
          indicative of the results for the year.

<TABLE>Inventories on hand
<CAPTION>

NOTE 3:   Inventories on hand at:
                                     December 2, 1995  February 28, 1995
                                     ----------------  -----------------
            <S>                        <C>                 <C>
            Raw materials             $3,563,465            3,638,119
            Work in process            3,752,197            3,303,562
            Finished goods               771,746              945,629
                                      ----------            ---------
                                      $8,087,408            7,887,310
                                     
           Less progress billings      (547,777)            (292,784)                                            
                                      ----------            ---------
                                       7,539,631            7,594,526
                                     ===========            ==========
</TABLE>
          Inventories are valued at the lower of cost or market on a first-in,
          first-out basis.

NOTE 4:   Investments consisting of municipal bond funds, are classified as
          securities available for sale under the Statement of Financial
          Accounting Standards No. 115, "Accounting for Certain Investments in
          Debt and Equity Securities" and are recorded at fair value.
          However, unrealized gains and losses have not been reported as a
          separate component of stockholders' equity as they are immaterial
          as of February 28, 1995.

NOTE 5:   Accumulated depreciation and amortization of property, plant and    
          equipment was $7,154,339 at December 2, 1995 and $6,987,284 at
          February 28, 1995.

NOTE 6:   On March 2, 1995, the  minority stockholders of General Microcircuits 
          (GMCC) exercised their option to require the Company to purchase,
          in fiscal 1996, 15,000  shares of GMCC common stock at a cost of
          $ 279,000, thereby increasing the Company's ownership in GMCC from
          92% to 97%. This transaction was accounted for by the purchase
          method of accounting with the cost of the additional ownership
          recorded as costs in excess of fair value of net assets acquired. 

NOTE 7:   The agreements relating to the Company's 7-day Demand Industrial
          Development Revenue Bonds contain several restrictive covenants.
          The agreement with the letter of credit issuer requires the   Company
          to maintain a minimum level of tangible net worth as defined. After
          giving effect to the results of operations for the quarter ended
          December 2, 1995, the Company required and received an additional
          waiver that modified this requirement to the Company's tangible net
          worth level as defined as of December 2, 1995, and agreed to a
          covenant to maintain profitable operations in future quarters.  In
          connection with the foregoing, the Company also agreed to make
          monthly sinking fund payments commencing April 1, 1996, towards
          its October 1, 1996, $500,000 bond payment.  In addition, in
          connection with obtaining the additional waiver of the tangible
          net worth covenant contained in one of the agreements relating to
          the Industrial Development Revenue Bonds, the Company's Math
          Associates and General Microcircuits subsidiaries guaranteed and 
          granted a security interest in their accounts receivable to the
          bondholders and the letter of credit issuer as additional security
          for the Company's bond related debt. Because management anticipates
          compliance with the covenants now in effect, the Industrial
          Development Revenue Bonds debt is classified as long-term debt.

NOTE 8:   In June 1995 the Company issued a continuing limited guarantee in
          an amount of $300,000  an Israeli bank relating  indebtedness for
          its Israeli subsidiary. The Company's guarantee of $225,000
          relating  the   mortgage indebtedness on that subsidiary's facility
          has been terminated by its terms.

NOTE 9:   On May 27, 1994, the Company purchased 178,200 shares of its Common
          Stock held by Joseph Falkenstein, a beneficial owner (as defined by 
          Securities and Exchange Commission regulations) of more than 5% of the
          Company's common stock for $1,425,600, the then prevailing market 
          price on the American Stock Exchange.


<PAGE>



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

Results of Operations
---------------------
For the Quarter Ended December 2, 1995 compared with the Quarter Ended November
-------------------------------------------------------------------------------
26,1994.
-------

During the third quarter of fiscal 1996, net sales were $5,655,179 compared
to $6,138,802 during the comparable quarter of fiscal 1995, a decrease of
7.9%.  This decrease is due to decreased shipments of microwave and hybrid
microcircuits products which more than offset increased sales of fiber optic
products. The net loss, for the current quarter, after recovery of income
taxes, was $1,055,416 compared with net earnings of $39,389 during the third
quarter of fiscal 1995.  This decline in earnings is attributed principally
to technical problems which delayed shipments and increased production costs on
several development programs during the quarter, as well as increased
valuation reserves for obsolete and excess inventory levels of approximately
$604,000.

Cost of sales, as a percentage of sales, increased from 66.6% during the
third quarter of last year to 86.5% during the third quarter of this year.
The increase is attributed  to technical problems and production difficulties
with some new products and certain production programs, as well as the impact of
the additional inventory valuation reserves recorded in the quarter.
Additionally, one significant new product production program which negatively
impacted the quarter was shipped and completed during the quarter.

Total operating expenses remained essentially unchanged in the current
quarter compared to the comparable quarter last year.  Interest expense
increased in the current quarter due to increased short term borrowings, and
investment income declined due to reduced funds available for investing.

The Company is reducing operating expenses in its Amityville location with a
January 1996 workforce reduction. Management anticipates that there will be
no earnings impact on the fourth quarter 1996, since one-time severance costs
will be offset by payroll and benefit savings.  The full benefit of these
reductions in staff will be realized in fiscal 1997 at an estimated savings
of approximately $730,000.

The tax benefit recorded in the third quarter of fiscal 1996 was limited to the
amount of taxes recoverable under net operating loss carrybacks. 

During the third quarter of fiscal 1996, sales orders booked were $5.7
million and the closing backlog was $13.9 million compared with $5.5 million
sales orders booked and a closing backlog of $9.6 million for the third quarter
of fiscal 1995.


For the Nine Months Ended December 2, 1995 compared with the Nine Months Ended
-------------------------------------------------------------------------------
November 26, 1994.
------------------

During the first nine months of fiscal 1996, net sales were $15,450,774 compared
with $16,100,989 for the first nine months of fiscal 1995, representing a
4.0% decline.  A net loss of $2,035,826 for the current period compares with
a net loss of $124,804 for the comparable period last year.  The decline in
sales is due to a decrease in microwave components and hybrid microcircuits
sales, notwithstanding an increase of fiber optic products sales. Losses
increased due to higher cost of sales, as well as increased operating expenses.



Cost of sales, as a percentage of sales, increased to 78.7% during the first
nine months of fiscal 1996, compared to 67.5% in the first nine months of
fiscal 1995, due primarily to technical problems and production difficulties
with some new products and certain production programs, as well as inventory
valuation reserves of approximately $870,000 for the nine months.

During the current nine months, the Company increased its selling activities as
part of its efforts to promote new and existing products.  As a result
selling expenses increased approximately 9.8% compared to the comparable 
period last year.  Interest expenses increased due to increased short term
borrowings and investment income decreased due to reduced funds available for
investments.

The tax benefit recorded for the nine months ended  December 2, 1995 was limited
to the amount of taxes recoverable under net operating loss carrybacks.

During the first nine months of fiscal 1996 sales orders booked were $19.6
million and the closing backlog was $13.9 million compared with $17.3 million
and $9.6 million respectively, for the first nine months of fiscal 1995.


Liquidity and Capital Resources
-------------------------------
December 2, 1995 compared with February 28, 1995
-------------------------------------------------

At December 2, 1995, the Company's ratio of current assets to current
liabilities was 3.3 to 1 compared to 4.1 to 1 at February 28, 1995. 

During the first nine months of fiscal 1996, cash flows provided from operations
amounting to approximately $470,000 and the sale of short term investments of
approximately $758,000 were utilized principally to purchase equipment for
$435,000, to pay borrowings of $645,000,  to acquire an additional interest
in General Microcircuits for $279,000, and to fund operations.   Primarily
because the Company purchased additional raw materials to satisfy its backlog,
inventories remained effectively  the same after recording the additional
inventory valuation reserves of approximately $870,000.  The Company expects
to spend up to $100,000 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 agreement with the
letter of credit issuer requires the Company to maintain a minimum level of
tangible net worth as defined. After giving effect to the results of
operations for the quarter ended December 2, 1995, the Company required and
received an additional waiver that modified this requirement to the Company's
tangible net worth level as defined as of December 2, 1995, and agreed to a
covenant to maintain profitable operations in future quarters.  In connection
with the foregoing, the Company also agreed to make monthly sinking fund
payments commencing April 1, 1996, towards its October 1, 1996, $500,000 bond
payment.  In addition, in  connection with obtaining the additional waiver of
the tangible net worth covenant contained in one of the agreements relating
to the Industrial Development Revenue Bonds, the Company's Math Associates
and General Microcircuits subsidiaries guaranteed and granted a security 
interest in their accounts receivable to the bondholders and the letter of
credit issuer as additional security for the Company's bond related debt. 
Based on the tangible net worth covenant, the Company had no unrestricted
funds available for the payment of the cash dividends at December 2, 1995.

The Company believes that its present resources and projected sources of
funds are sufficient to meet its needs for the foreseeable future.




<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.
 
              27    Financial Data Schedule (filed with electronically filed
                    copy only)
         
         
         (b)  Reports on Form 8-K:
              -------------------- 
              None



<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: January 16, 1996         By:S/Arnold H. Levine    
                                   -----------------------------     
                                   Arnold H. Levine, Vice
                                   President-Finance, Treasurer,
                                   Chief Financial Officer
                                   (Principal Financial and 
                                   Chief Accounting Officer)

 


<PAGE>






                           Exhibit Index
                           -------------
 
                                                  Page Number in
                                                   Sequential
 Exhibit No.                                        Numbering   
 -----------                                      --------------
   
    27        Financial Data Schedule (Filed with electronically
              filed copy only)




<PAGE>