Exhibit Index on Page 14
                                                             ----

                      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 31, 1996                
                               ----------------------------------

                                    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 27, 1996, there were 1,205,659 shares of common stock 
outstanding.

                             Page 1 of 15

<PAGE>



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


















































                             Page 2

<PAGE>














                      GENERAL MICROWAVE CORPORATION
                                    
                            AND SUBSIDIARIES
                                    
                    CONSOLIDATED FINANCIAL STATEMENTS
                                    
                               (Unaudited)
                                    
                             AUGUST 31, 1996
                                    
                                    
                                    
                                    
                                    
                                    



























                             Page 3

<PAGE>


<TABLE>BALANCE SHEET ASSETS
<CAPTION>

               GENERAL MICROWAVE CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED BALANCE SHEETS

                                A S S E T S



                                            August 31, 1996   February 29, 1996
                                              (Unaudited)
                                            ---------------   -----------------
<S>                                          <C>                 <C>
Current assets:

  Cash and cash equivalents                  $    1,463,165      $   1,139,731
  Restricted cash                                   500,000                -
  Accounts receivable, net of allowance for
    doubtful accounts                             3,672,319          5,150,561
  Inventories                                     7,109,124          6,744,203
  Prepaid expenses and other current assets         302,729            278,785
  Income taxes receivable                              -               155,733  
  Deferred income taxes, net                        560,073            560,073
                                                 ----------         ----------
         Total current assets                    13,607,410         14,029,086
                                                 ----------         ----------

  Property, plant and equipment, net              6,214,250          6,356,052
  Debt issuance costs, net                           65,192             75,626
  Other intangible assets, net                      159,770            178,015
  Costs in excess of fair market value of
    net assets acquired, net                        825,931            872,731
  Other assets                                         -                70,098
                                                 ----------         ----------
                                              $  20,872,553      $  21,581,608
                                              =============      =============
</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 31, 1996  February 29, 1996
                                               (Unaudited)
                                             ---------------  -----------------
<S>                                             <C>             <C> 
Current liabilities:

  Current installments of long-term debt        $    709,666     $    709,670
  Short-term borrowing                               546,028          323,463
  Accounts payable                                   889,141        1,201,775
  Accrued payroll and other employee benefits        751,427          767,126
  Accrued expenses and other current liabilities     894,720          803,038
  Accrued commissions                                246,407          274,192
                                                   ---------        ---------
          Total current liabilities                4,037,389        4,079,264
                                                   ---------        --------- 

  Long term debt, less current installments        2,231,976        2,325,589
  Deferred income taxes                              584,068          584,068
  Minority interest                                   22,530           18,171

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 1,672,761 at
    August 31, 1996 and 1,664,492 at February                                 
    29, 1996.                                         16,728           16,645
  Additional paid-in capital                       9,605,548        9,549,402
  Retained earnings                                7,562,963        8,197,118
                                                  ----------       ----------
                                                  17,185,239       17,763,165
 
Less: Treasury stock, at cost                      3,188,649        3,188,649
                                                  ----------       ----------
                                                  13,996,590       14,574,516
                                                  ----------       ----------

                                                $ 20,872,553     $ 21,581,608
                                                ============     ============
</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
<S>                                       <C>               <C>                 <C>               <C>
                                          August 31, 1996   September 2, 1995   August 31, 1996   September 2, 1995
                                            (Unaudited)        (Unaudited)        (Unaudited)        (Unaudited)
                                          ---------------   -----------------   ---------------   -----------------
Net sales                                  $ 5,995,890         $ 5,390,599       $ 11,498,322        $ 9,795,595
Cost of sales                                4,807,243           3,934,290          8,480,804          7,263,226
                                            -----------         -----------       ------------        -----------
Gross earnings                               1,188,647           1,456,309          3,017,518          2,532,369

Operating expenses:
     Selling                                   760,321             780,299          1,472,613          1,568,810
     General and administrative                869,006             785,695          1,676,224          1,567,946
     Research and development                  209,567             208,980            391,319            616,103
                                            -----------         -----------        -----------        -----------
                                             1,838,894           1,774,974          3,540,156          3,752,859
                                            -----------         -----------        -----------        -----------


Operating loss                                (650,247)           (318,665)          (522,638)        (1,220,490)


Other expenses (income):
     Interest expense                           56,486              50,968            105,369            102,289
     Dividend and interest income              (11,322)            (23,325)           (20,438)           (67,555)
     Minority interest in earnings                                                      
         (loss) of consolidated subsidiary       3,373             ( 4,982)             4,359            (48,666)
     Other                                       5,873              16,984             22,235             32,852
                                            -----------         -----------       ------------        -----------
                                                54,410              39,645            111,525             18,920
                                            -----------         -----------       ------------        -----------

Loss before recovery  
     of income taxes                          (704,657)           (358,310)          (634,163)        (1,239,410)

Recovery of income taxes                       (15,000)           (259,000)               -             (259,000)
                                            -----------         -----------       ------------        -----------

Net loss                                   $  (689,657)         $ ( 99,310)      $   (634,163)       $  (980,410)
                                           ============         ===========      =============       ============

Net loss per share                         $     (0.57)         $    (0.08)      $      (0.53)             (0.82)
                                           ============         ===========      =============       ============
    
Weighted average number of
     common shares outstanding               1,205,659           1,197,057          1,202,903          1,195,974 

</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
<S>                                                     <C>               <C>
                                                        August 31, 1996   September 2, 1995
                                                          (Unaudited)       (Unaudited)
                                                        ---------------   -----------------
Cash flows from operating activities:
  Net loss                                                $  (634,163)     $  (980,410)

  Adjustments to reconcile net loss
    to net cash provided by operating activities:
      Depreciation and amortization                           452,294          464,303
      Change in minority interest                               4,359          (48,666)
  Changes in assets and liabilities:
      Accounts receivable, net                              1,478,242        2,137,850
      Inventories                                            (364,921)        (681,844)
      Prepaid expenses and other current assets               (23,944)        (270,656)
      Income taxes payable and receivable                     319,291         (338,918)
      Other assets                                             70,098          (50,801)
      Accounts payable                                       (312,634)         532,851
      Accrued expenses and other current liabilities         (115,360)        (226,570)
                                                           -----------      -----------
  Net cash provided by operating activities                   873,262          537,139 
                                                           -----------      -----------
Cash flows from investing activities:
  Proceeds from sale of short-term investments                   -             757,909
  Purchase of plant & equipment                              (222,747)        (349,503)
  Purchase of intangible assets                               (12,258)          (7,139)
  Purchase of additional interest in subsidiary                  -            (279,000)
                                                           -----------      -----------
  Net cash provided by (used in) investing activities        (235,005)         122,267
                                                           -----------      -----------
Cash flows from financing activities:
  Principal payments on long-term debt                        (93,617)         (84,043)
  Proceeds from short-term borrowings                         222,565              -
  Proceeds from issuance of common stock 
     pursuant to employee stock purchase plan                  56,229              -
  Proceeds from exercise of stock options                         -             18,404
  Payments to acquire treasury stock                              -             (4,466)
                                                           -----------      -----------
  Net cash provided by (used in) financing activities         185,177          (70,105)
                                                           -----------      -----------
Cash and cash equivalents:
  Net increase during the period                              823,434          589,301
  Balance, beginning of the period                          1,139,731        1,053,861
                                                           -----------      -----------
  Balance, end of the period (including restricted cash)  $ 1,963,165      $ 1,643,162
                                                           ===========      ===========
Supplemental disclosure of cash flow information:
  Cash paid during the period for:
  Interest                                                    128,098          102,288
  Income taxes                                                 31,148          108,450
  Liability due to purchase of additional interest 
     in subsidiary                                                -            279,000

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

                             Page 7
<PAGE>



              GENERAL MICROWAVE CORPORATION AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              August 31, 1996

                                (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:

                                August 31, 1996        February 29, 1996
                                ---------------        -----------------
         <S>                       <C>                    <C>
         Raw materials             $3,031,108             $2,962,588
         Work in process            3,678,648              3,514,340
         Finished goods               815,837                773,925
                                   ----------             ----------
                                   $7,525,593             $7,250,853
                                       
         Less progress billings      (416,469)              (506,650)
                                   ----------             ----------
                                   $7,109,124             $6,744,203

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

NOTE 4:  Accumulated depreciation and amortization of property, plant and
         equipment was $7,701,999 at August 31, 1996 and $7,337,449 at February
         29, 1996.

NOTE 5:  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.


                             Page 8

<PAGE>



NOTE 6:  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 and
         continuing profitable operations.  After giving effect to the results
         of operations for the quarter ended August 31, 1996, the Company
         required and received a waiver of both covenants for the quarter. 
         This waiver modifies the tangible net worth covenant to require the
         Company to maintain its tangible net worth, as defined, at the August
         31, 1996 level, subject to increases dependent upon future operations.
         The Company has a sinking fund requirement covering its October 1,
         1996, $500,000 bond payment, which is reflected as restricted cash on
         the balance sheet.  The Company has also agreed to make equal monthly
         sinking fund payments commencing October 1, 1996 towards its future
         bond payments.  Because management anticipates compliance with the
         covenants now in effect, the Industrial Development Revenue Bonds
         debt is classified as long-term debt.

NOTE 7:  Reclassifications are made whenever necessary to conform with the
         current year's presentation.


































                             Page 9

<PAGE>



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

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

For the Quarter Ended August 31, 1996 compared with the Quarter Ended September
-------------------------------------------------------------------------------
2, 1995.
--------

During the second quarter of fiscal 1997, net sales were $5,995,890 compared to
$5,390,599 during the comparable quarter of fiscal 1996, an 11.2% increase. 
This increase is primarily attributed to increased shipments of microwave
components and hybrid microcircuits products.  The loss before recovery of
income taxes was $704,657 as compared with $358,310 for the same quarter last
year, primarily due to cost of sales, as a percentage of sales, increasing to
80.2% in the current quarter, from 73.0% during the comparable quarter of last
year.  This increase is primarily attributed to cost overruns on a development
program in the fiber optic market, as well as technical problems and production
difficulties with some new products and certain production programs.  After
giving effect to the anticipated recovery of income taxes, the net loss for the
quarter amounted to $689,657 compared with a net loss of $99,310 for the same
quarter last year.

Total operating expenses increased slightly in the current quarter compared to
the comparable quarter last year.  A decrease in selling expenses was slightly
more than offset by an increase in general and administrative expenses. 
Research and development expenses remained the same as in the comparable quarter
last year.

During the second quarter of fiscal 1997, sales orders booked were $5.1 million
and the closing backlog was $11.7 million compared with $5.3 million sales
orders booked and a closing backlog of $13.3 million for the second quarter of
fiscal 1996.


For the Six Months Ended August 31, 1996 compared with the Six Months Ended
---------------------------------------------------------------------------
September 2, 1995.
------------------

During the first half of fiscal 1997, net sales were $11,498,322 compared with
$9,795,595 for the first half of fiscal 1996, representing a 17.4% increase.  A
net loss of $634,163 for the current period compares with a net loss of $980,410
for the comparable period last year.  Sales increased during the six month
period, primarily due to significant increases in microwave components and
hybrid microcircuits sales as well as an increase in sales of fiber optic
products.  Losses decreased due to higher sales at a similar cost of sales
percentage together with reduced research and development expenses.

Cost of sales, as a percentage of sales, decreased slightly to 73.8% in the
first half of fiscal 1997, compared to 74.1% in the first half of fiscal 1996,
as the Company continued to experience technical difficulties on some new
products and in certain production programs.


                             Page 10

<PAGE>



During the current half the Company slightly decreased its selling activities,
when compared to the prior year, offset by a slight increase in general and
administrative expenses.  Research and development expenses decreased
significantly due to the Company applying its engineering resources to producing
the increased sales level.  Interest expenses increased slightly due to
increased short term borrowings at the Israeli subsidiary.  Investment income
decreased because of reduced funds available for investment.

The tax benefit for second quarter fiscal 1997 is the result of the reversal of
the first quarter's provision.  A recovery of income taxes resulted from a loss
before income taxes for the first six months of fiscal 1996 at an effective
recovery rate of 20.8%.  The tax benefit recorded in the second quarter of
fiscal 1996 was limited to the estimated tax benefit recorded for the fiscal
year ending February 29, 1996. 

During the first half of fiscal 1997, sales orders booked were $11.5 million and
the backlog was $11.7 million compared with $13.3 million and $13.3 million
respectively, for the first half of fiscal 1996.


Liquidity and Capital Resources August 31, 1996 compared with February 29, 1996
-------------------------------------------------------------------------------

At August 31, 1996, the Company's ratio of current assets to current liabilities
was 3.37 to 1 compared to 3.44 to 1 at February 29, 1996.

During the first half of fiscal 1997, cash flows provided from operations
amounting to approximately $873,000 were utilized to purchase equipment for
$223,000, and increase cash balances.  Cash flows from financing activities of
$185,000 were from net proceeds of $129,000 of long-term debt and short-term
borrowings associated with the Israeli subsidiaries which were utilized in those
subsidiarys' operations, as well as proceeds of $56,000 from issuance of common
stock pursuant to the employee stock purchase plan.  Accounts receivable
declined $1,478,000 due to reduced first half sales as compared to a high level
of fourth quarter fiscal 1996 sales, which receivables have been substantially
collected.  Inventories increased by $365,000 primarily because of increased
work in process.  The Company expects to spend up to $250,000 during the
remainder of the year for capital equipment.  See Note 6 to the Consolidated
Financial Statements for information concerning the Company's 7-Day Demand
Industrial Development Revenue Bonds and its sinking fund obligations with
respect to them. 

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






                             Page 11

<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 25, 1996.

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 3,300
broker non-votes with respect to the election of directors and 32,717 shares
abstained.

                                            Authority to
                                 For        Vote Withheld
                               -------      -------------
      Frederick Zissu          958,883           2,312
      Sherman A. Rinkel        958,883           2,312
      Moe Wind                 958,883           2,312
      Stanley Simon            958,883           2,312
      Mitchell Tuckman         958,883           2,312
      Edmond D. Franco         957,273           3,922
      Michael I. Stolzar       958,883           2,312


At that meeting, the stockholders also adopted and approved an amendment to
the Employee Stock Purchase Plan of General Microwave Corporation to increase
the number of shares of Common Stock of the corporation that may be issued
pursuant to that Plan by 59,201 to 140,000 shares.  The votes of 898,724 shares
of Common Stock were cast in favor of adoption and approval of the amendment,
the votes of 57,458 shares were cast against adoption and approval of the
amendment, the votes of 27,150 shares abstained, and there were 13,880 broker
non-votes with respect to adoption and approval of the amendment to the Employee
Stock Purchase Plan.


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 12

<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 11, 1996                      By:S/Arnold H. Levine
                                            ---------------------  
                                            Arnold H. Levine, Vice 
                                            President-Finance, Treasurer,
                                            Chief Financial Officer
                                            (Principal Financial and
                                            Chief Accounting Officer)  








































                             Page 13
 
<PAGE>



                                Exhibit Index

                                                          Page Number in      
                                                            Sequential
    Exhibit No.                                             Numbering


       27           Financial Data Schedule (Filed with        15
                    electronically filed copy only)          












































                             Page 14

<PAGE>



                        GENERAL MICROWAVE CORPORATION
                             AND SUBSIDIARIES
                          FINANCIAL DATA SCHEDULE
                              Page 15 of 15