UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-QSB



[X]    QUARTERLY  REPORT  UNDER  SECTION  13  OR  15(d)  OF   THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2003
                               ------------------

                               OR

[ ]   TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d)  OF   THE
   SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to               .
                               ------------    --------------

Commission file number: 0-17966
                        -------

                        MICRONETICS, INC.
----------------------------------------------------------------
  (Exact name of small business issuer as specified in its
charter)

          Delaware                       22-2063614
-------------------------------         ------------------------
(State or other jurisdiction of         (IRS Employer
incorporation or organization)           Identification No.)

              26 Hampshire Drive, Hudson NH  03051
----------------------------------------------------------------
            (Address of principal executive offices)

                         (603) 883-2900
----------------------------------------------------------------
                  (Issuer's telephone number)

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

      As  of  November 11, 2003, there were 4,549,901  shares  of
common stock, par value $.01 per share outstanding.







                       MICRONETICS, INC.



                             INDEX


                                                        Page No.
                                                        -------

Part I.  Financial Information:

     Item 1.   Financial Statements.

               Consolidated Condensed Balance
               Sheets - September 30, 2003 and March
               31, 2003                                     3-4

               Consolidated Condensed Statements
               of Operations - Three and Six Months
               Ended September 30, 2003 and 2002            5-6

               Consolidated Condensed Statements
               of Cash Flows - Six Months Ended
               September 30, 2003 and 2002                  7-8

               Notes to Consolidated Condensed
               Financial Statements                        9-14


     Item 2.   Management's Discussion and Analysis
               or Plan of Operation.                      15-17


               Item 3.   Controls and Procedures
               17-18


Part II.  Other Information:


     Item 6.   Exhibits and Reports on Form 8-K.             19


     Signature                                               20





                 PART I. FINANCIAL INFORMATION


Item 1.  Financial Statements.

                    MICRONETICS, INC. AND SUBSIDIARIES
<TABLE> <CAPTION> CONSOLIDATED CONDENSED BALANCE SHEETS
                              Assets
                                      September 30,     March 31,
                                          2003            2003
                                       (Unaudited)       Audited
                                      ------------     ----------
<S>                                   <C>             <C>
CURRENT ASSETS:
Cash and cash equivalents             $ 1,786,171     $ 1,191,022
Marketable securities                     896,011       1,438,190
Accounts receivable (net of
 allowance for doubtful accounts
 of $66,642 and $41,891 at September
 30, 2003 and March 31, 2003,
 respectively)                          1,928,364       1,870,442

Inventories                             3,572,652       3,456,739

Prepaid expenses                          269,283         114,076

Other current assets                            -           2,241
                                       ----------      ----------
TOTAL CURRENT ASSETS                    8,452,481       8,072,710
                                       ==========      ==========
PROPERTY AND EQUIPMENT
Land                                      162,000         162,000
Building & improvements                 1,449,331       1,428,775
Furniture, fixtures, and equipment      5,057,794       4,432,203
Equipment held under capital leases       225,488         579,130
                                       ----------      ----------
Gross fixed assets                      6,894,613       6,602,108
Less: Accumulated depreciation          3,838,383       3,645,892
                                       ----------      ----------
NET PROPERTY AND EQUIPMENT              3,056,230       2,956,216
                                       ----------      ----------
OTHER ASSETS
Security deposits                           5,662             484
Goodwill                                1,117,197       1,117,197

TOTAL OTHER ASSETS                      1,122,859       1,117,681
                                       ----------      ----------
TOTAL ASSETS                          $12,631,570     $12,146,607
                                       ==========      ==========

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


                    MICRONETICS, INC. AND SUBSIDIARIES
<TABLE> <CAPTION>  CONSOLIDATED CONDENSED BALANCE SHEETS
                    Liabilities and Shareholders' Equity

                                     September 30,     March 31,
                                         2003             2003
                                      (Unaudited)       Audited
                                     -------------     ---------
<S>                                  <C>             <C>
CURRENT LIABILITIES:
 Short-term loans and capitalized
  leases                             $   314,193     $   330,838

 Accounts payable                        378,088         345,244

 Accrued expenses and taxes, other
  than income taxes                      783,879         675,945

 Income taxes payable                     97,272         150,929
                                      ----------      ----------
TOTAL CURRENT LIABILITIES              1,573,432       1,502,956

NONCURRENT LIABILITIES:
 Notes payable                         1,067,356       1,489,284

 Capitalized lease obligations            49,707          70,392
                                      ----------      ----------
TOTAL LONG-TERM DEBT                   1,117,063       1,559,676
                                      ----------      ----------
TOTAL LIABILITIES                      2,690,495       3,062,632
                                      ----------      ----------
SHAREHOLDERS' EQUITY:
 Preferred stock - $.10 par value,
  Authorized 500,000 shares; Issued
  - none at September 30,
  2003 and March 31, 2003                      -               -
 Common stock - $.01 par value,
  Authorized 10,000,000 shares; Issued
  4,527,026 shares at September
  30, 2003 and 4,434,001 shares
  at March 31, 2003                       45,270          44,340
 Additional paid - in capital          4,664,422       4,493,435
 Retained earnings                     5,231,383       4,546,200
                                      ----------      ----------
TOTAL SHAREHOLDERS' EQUITY             9,941,075       9,083,975
                                      ----------      ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                 $12,631,570     $12,146,607
                                      ==========      ==========


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

                     MICRONETICS, INC. AND SUBSIDIARIES
<TABLE> <CAPTION> CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                           (UNAUDITED)


                                        Three Months Ended
                                            September 30,
                                        2003            2002
                                     ----------      ----------
<S>                                  <C>             <C>
Net sales                            $3,328,860      $2,654,262

Cost of sales                         1,904,380       1,480,637
                                      ---------       ---------
Gross profit                          1,424,480       1,173,625

Selling, general and
 administrative expenses                821,097         602,179

Research & development expenses         167,375         184,290
                                      ---------       ---------
Income from operations                  436,008         387,156

Other income (expense):
 Interest income                          7,728          14,858
 Interest (expense)                     (18,363)        (27,380)
 Other income (expense)                  10,455           6,154
                                      ---------       ---------
        Total other income (expense)       (180)         (6,368)
---------       ---------
Income before provision
 for income taxes                       435,828         380,788

Provision for income taxes               65,374          57,118
                                      ---------       ---------
Net income                           $  370,454      $  323,670
                                      =========       =========
Net income per share - basic         $     0.08      $     0.07
                                      =========       =========
Net income per share - diluted       $     0.08      $     0.07
                                      =========       =========
Weighted average number of
 shares outstanding - basic           4,527,026       4,378,764
                                      =========       =========
Weighted average number of
 shares outstanding - diluted         4,694,079       4,434,093
                                      =========       =========

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



                MICRONETICS, INC. AND SUBSIDIARIES
<TABLE> <CAPTION> CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                           (UNAUDITED)


                                    Six Months Ended September 30,
                                        2003            2002
                                      ---------       ---------
<S>                                  <C>             <C>
Net sales                            $6,354,755      $4,995,911

Cost of sales                         3,666,635       2,758,543
                                      ---------       ---------
Gross profit                          2,688,120       2,237,368

Selling, general and
 administrative expenses              1,522,920       1,200,629

Research & development expenses         361,330         339,172
                                      ---------       ---------
Income from operations                  803,870         697,567

Other income (expense):
 Interest income                         23,567          26,016
 Interest (expense)                     (40,975)        (58,236)
 Other income (expense)                  19,638          12,278
                                      ---------       ---------
        Total other income (expense)      2,230         (19,942)
                                      ---------       ---------
Income before provision
 for income taxes                       806,100         677,625

Provision for income taxes              120,915          86,802
                                      ---------       ---------
Net income                           $  685,185      $  590,823
                                      =========       =========
Net income per share - basic         $     0.15      $     0.14
                                      =========       =========
Net income per share - diluted       $     0.15      $     0.13
                                      =========       =========
Weighted average number of
 shares outstanding - basic           4,492,183       4,366,902
                                      =========       =========
Weighted average number of
 shares outstanding - diluted         4,599,730       4,442,188
                                      =========       =========


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

                MICRONETICS, INC. AND SUBSIDIARIES
<TABLE> <CAPTION> CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (UNAUDITED)


                                    Six Months Ended September 30,
                                         2003              2002
                                        -------          --------
<S>                                   <C>                <C>

Cash flows from operating
 activities:

Net income                            $  685,185         $590,823

Adjustments to reconcile net
 income to net cash provided
 by operating activities:

Depreciation and amortization            192,491          121,246

Changes in assets and liabilities:
 (Increase) decrease in marketable
  securities, accounts receivable,
  inventories, prepaid expenses and
  other current assets                   215,378          (79,067)

(Increase) decrease in security
 deposits and other assets                (5,178)          (8,875)

(Decrease) increase in accounts
 payable, accrued liabilities,
 notes payable and other current
 liabilities                              70,476         (157,053)
                                       ---------         --------
Net cash provided
 by operating activities              $1,158,352         $467,074
                                      ----------         --------


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


                      MICRONETICS, INC. AND SUBSIDIARIES
<TABLE> <CAPTION>  CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT.)
                           (UNAUDITED)


                                   Six Months Ended September 30,
                                      2003             2002
                                   ----------        ---------
<S>                               <C>              <C>
Cash flows from investing
 activities:
  Purchase of property and
   equipment                      $ (292,505)       $ (221,717)
                                    --------         ---------
Net cash (used for)
 investing activities             $ (442,615)       $ (205,842)
                                    --------         ---------
Cash flows from financing
 activities:
  (Repayments) increase of debt
    and capitalized leases          (442,615)         (205,842)
 Proceeds from stock options
   exercised                         171,917           164,953
 Purchase of treasury stock                -           (98,426)
                                    --------         ---------
Net cash provided by (used for)
 financing activities             $ (270,698)       $ (139,315)
                                    --------         ---------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS              $  595,149        $  106,042

Cash and cash equivalents,
 beginning of year                 1,191,022         2,500,414
                                   ---------         ---------
CASH AND CASH EQUIVALENTS,
END OF QUARTER                    $1,786,171        $2,606,456
                                   =========         =========

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



               MICRONETICS, INC. AND SUBSIDIARIES

      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS



Note 1.


In  the  opinion  of  the  Company,  the  accompanying  unaudited
consolidated   condensed   financial   statements   contain   all
adjustments  (consisting  of only normal  recurring  adjustments)
which  in  the opinion of management are necessary  in  order  to
present  fairly the financial position as of September 30,  2003,
the  results  of operations for the three and six  month  periods
ended  September  30, 2003 and 2002 and cash flows  for  the  six
month periods ended September 30, 2003 and 2002.

While  the  Company believes that the disclosures  presented  are
adequate  to make the information not misleading, it is suggested
that these consolidated condensed financial statements be read in
conjunction with the Company's Annual Report on Form  10-KSB  for
its fiscal year ended March 31, 2003.

The  results  of operations for the three and six  month  periods
ended  September 30, 2003 are not necessarily indicative  of  the
results of the full year.

The  Company  has  elected to apply Accounting  Principles  Board
("APB") Opinion No. 25, Accounting for Stock Issued to Employees,
and  related interpretations in accounting for its stock  options
issued  to  employees  (intrinsic  value)  and  has  adopted  the
disclosure-only  provisions of Statement of Financial  Accounting
Standards   ("SFAS")   No.   123,  Accounting   for   Stock-Based
Compensation.  Had the Company elected to recognize  compensation
cost  based on the fair value of the options granted at the grant
date  as  prescribed by SFAS 123, the Company's  net  income  and
income  per  common  share would have been  adjusted  as  follows
(amounts in 000's except per share amounts):






               MICRONETICS, INC. AND SUBSIDIARIES

      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


Note 1.   (CONTINUED)

                                          Three months ended
                                             September 30,
                                            2003     2002
                                            ----     ----
Net income - as reported                     370      324

Deduct: Total stock-based employee
  compensation expense determined
  under fair-value based method for
all awards, net of related tax                25       22
effects

Net income- pro-forma                        345      302

Basic income per share-as reported          0.08     0.07
Basic income per share- pro forma           0.08     0.07
Diluted income per share- as reported       0.08     0.07
Diluted income per share- pro forma         0.07     0.07



                                          Six months ended
                                            September 30,
                                            2003     2002
                                            ----     ----
Net income - as reported                     685      591

Deduct: Total stock-based employee
  compensation expense determined
  under fair-value based method for
  all awards, net of related tax              48       45
effects

Net income - pro-forma                       637      546

Basic income per share-as reported          0.15     0.14
Basic income per share- pro forma           0.14     0.13
Diluted income per share- as reported       0.15     0.13
Diluted income per share- pro forma         0.14     0.12





               MICRONETICS, INC. AND SUBSIDIARIES


Note 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(a) Description of Business:

Micronetics,  Inc.  changed  its  name  in  September   1995   to
Micronetics  Wireless,  Inc.  and  changed  its  name   back   to
Micronetics, Inc. in November 2002.  The Company, which  includes
its  wholly-owned subsidiaries, Microwave & Video Systems,  Inc.,
Enon Microwave, Inc. and Microwave Concepts, Inc., is engaged  in
the  design, development, manufacture and marketing  of  a  broad
range  of high performance wireless components and test equipment
used  in  digital  cellular,  microwave,  satellite,  radar   and
communication systems around the world.  Approximately 25% of the
Company's sales derive from foreign markets.

(b) Principles of Consolidation:

The consolidated financial statements include the accounts of the
Company  including its three wholly-owned subsidiaries, Microwave
&  Video  Systems,  Inc.,  Enon  Microwave,  Inc.  and  Microwave
Concepts,  Inc.  All  significant intercompany  transactions  are
eliminated.

(c) Inventory Valuation:

Inventory  is  valued  at the lower of cost (first-in,  first-out
method) or market.

(d) Depreciation and Amortization:

Fixed assets are reflected at cost.

Depreciation  of  fixed assets is computed by both  straight-line
and accelerated methods at rates adequate to allocate the cost of
applicable assets over their expected useful lives.

(e) Goodwill:

Until  March  31, 2002, the excess of the cost of  investment  in
subsidiaries over the carrying value of assets acquired is  shown
as goodwill, which is then amortized on a straight-line basis



               MICRONETICS, INC. AND SUBSIDIARIES


Note 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


over a maximum of 40 years.

(f) Income taxes:

The  financial  statements (including the  provision  for  income
taxes)  are  prepared on an accrual basis.  Temporary differences
occur  when  income  and  expenses are  recognized  in  different
periods  for  financial reporting purposes and for  purposes  for
computing  income  taxes currently payable.  Deferred  taxes  are
provided as a result of such temporary differences.

(g) Research and Development Costs:

Research and development costs are charged to expense in the year
incurred.   The amounts expended for the quarters ended September
30,  2003  and  2002  were approximately $167,375  and  $184,290,
respectively.

(h) Net Income Per Share:

Basic  and fully diluted net income per share is calculated based
on the net income for each period divided by the weighted average
number  of common shares and common equivalent shares outstanding
during  each  period.   Common stock  equivalents  represent  the
dilutive  effect  of the assumed exercise of certain  outstanding
stock options.

(i) Use of Estimates:

The  preparation  of the financial statements in conformity  with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the reported  amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and  revenues
and  expenses during the reporting period.  Actual results  could
differ from those estimates.



               MICRONETICS, INC. AND SUBSIDIARIES


Note 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(j) Vulnerability Due to Certain Concentrations:

All  of  the Company's assets and operations are located in  four
facilities.

(k) Revenue Recognition:

The  Company  generates its revenues from the sale  of  products,
technology  development, and licensing.  The  Company  sells  its
products  through a direct sales force and sales representatives.
The  Company's  products are generally hardware and  occasionally
bundled  hardware  and  software that are delivered  together  to
original   equipment  manufacturers  (OEMs)  of  a   variety   of
telecommunications  and networking products that  are  considered
end users.

Revenues  from products are recognized in accordance  with  Staff
Accounting  Bulletin No, 101, "Revenue Recognition  in  Financial
Statements"  ("SAB  101") when the following  criteria  are  met:
persuasive evidence of an arrangement exists, delivery of product
has  occurred,  the price to the buyer is fixed or  determinable,
and collectibility is probable.  The Company has no obligation to
customers  after  the date on which products are delivered  other
that pursuant to warranty obligations.

Revenues  from  technology development contracts  are  recognized
upon  completion  of  milestones  as  set  forth  in  a  specific
contract.

At  this  time, Micronetics does not offer a right to return  any
Micronetics product (other than for warranty obligations), has no
post-shipment obligations, has no policy of awarding  credits  or
discounts  and  currently offers no price protection  or  similar
privileges.   Unless  purchasers acquire  an  extended  warranty,
which is a program we have not yet sold, Micronetics offers a one
year   warranty  policy  and  establishes  a  warranty   reserve.
Micronetics  also charges to expense when incurred  any  warranty
costs  not covered by the reserve.  In order to return a product,
Micronetics must issue a Return Material Authorization.  This



               MICRONETICS, INC. AND SUBSIDIARIES


Note 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


policy  is  the  same  for  each of Micronetics'  three  segments
(Defense Electronics Group, Test Solutions Group and VCO Products
Group).

(m) Reclassifications:

Certain  reclassifications have been made to the 2001 comparative
financial statements to conform to the 2002 presentation.


Note 3.   INVENTORY


                             September 30, 2003   March 31, 2003
                             ------------------   --------------
Raw materials and
 work-in-process                   $3,093,989      $2,795,616
Finished goods                        664,393         718,914
                                   ----------      ----------
Less: allowance for obsolescence     (185,730)        (57,791)
                                   ----------      ----------
                   Total           $3,572,652      $3,456,739
                                   ==========      ==========


Note 4.   SUBSEQUENT EVENTS

Subsequent  to  September  30,  2003,  the  Company's  Board   of
Directors authorized the repurchase of 320,000 restricted  shares
(or approximately 7%) of its outstanding common stock from Noelle
Kalin,  wife  of the late Richard S. Kalin, the Company's  former
Chairman, CEO and President, in a private transaction. The  total
value  of  the  repurchase is $1.2 million, or $3.75  per  share,
representing  a  49%  discount to the  closing  market  price  of
Micronetics  Common  Stock  on November  5,  2003.  In  addition,
subsequent  to  September 30, 2003, the Estate of Mr.  Kalin  has
agreed  to terminate the Employment Agreement between the Company
and   Mr.   Kalin.   This  will  satisfy  all  of  the  Company's
obligations to the Estate of Mr. Kalin.



Item  2.    Management's  Discussion  and  Analysis  or  Plan  of
Operation.


Results of Operations

The  Company  had revenues of $3,328,860 and $2,654,262  for  the
three months ended September 30, 2003 and 2002, respectively,  an
increase  of  $674,598  or 25% in the current  period.   A  large
percentage  of  this increase was due to the inclusion  of  sales
from  Microwave Concepts, Inc. which was acquired by the  Company
in  January  2003.   Gross  profit as  a  percent  of  net  sales
decreased  to 42.8% in the current period from 44.2%  during  the
corresponding  period of the prior fiscal  year.   This  was  due
primarily   to  increased  allowances  for  inventory   reserves.
Selling, general and administrative expenses as a percent of  net
sales for the current period increased to 24.7% from 22.7% during
the  corresponding period a year ago.  Most of the  SG&A  expense
increase  was  due  to  the acquisition  of  Microwave  Concepts.
Research and development expenses decreased to 5.0% of net  sales
during the current period as compared to 6.9% of net sales a year
ago.   The  Company spent the same amount of dollars compared  to
last year.

The  Company  had  net income of $370,454, or  $.08  per  diluted
share, as compared to net income of $323,670, or $.07 per diluted
share,  for the three month periods ended September 30, 2003  and
2002, respectively.  This is an increase of $46,783 or 14% from a
year ago. The weighted average diluted shares outstanding for the
three  months  ended September 30, 2003 and 2002, were  4,694,079
and 4,434,093, respectively.

The Company had revenues of $6,354,755 and $4,995,911 for the six
months  ended  September  30,  2003 and  2002,  respectively,  an
increase  of  $1,358,844 or 27% in the current period.   A  large
percentage  of  this increase was due to the inclusion  of  sales
from  Microwave Concepts, Inc. which was acquired by the  Company
in  January  2003.   Gross  profit as  a  percent  of  net  sales
decreased  to 42.3% in the current period from 44.8%  during  the
corresponding  period of the prior fiscal  year.   This  was  due
primarily   to  increased  allowances  for  inventory   reserves.
Selling, general and administrative expenses as a percent of  net
sales  for the current period remained flat at 24.0% compared  to
the  corresponding period a year ago.  Research  and  development
expenses decreased to 5.7% of net sales during the current period
as compared to 6.8% of net sales a year ago.  Most of this impact
was  due to increased sales volumes as R&D expenses increased  7%
compared to the same period last year.

The  Company  had  net income of $685,185, or  $.15  per  diluted
share, as compared to net income of $590,823, or $.13 per diluted
share,  for  the six month periods ended September 30,  2003  and
2002,  respectively.  This is an increase of $94,362  or  16%  as
compared to the year ago six month period.  The weighted  average
diluted shares outstanding for the six months ended September 30,
2003 and 2002, were 4,599,730 and 4,442,188, respectively.

Subsequent  to  September  30,  2003,  the  Company's  Board   of
Directors authorized the repurchase of 320,000 restricted  shares
(or approximately 7%) of its outstanding common stock from Noelle
Kalin,  wife  of the late Richard S. Kalin, the Company's  former
Chairman, CEO and President, in a private transaction. The  total
value  of  the  repurchase is $1.2 million, or $3.75  per  share,
representing  a  49%  discount to the  closing  market  price  of
Micronetics  Common  Stock  on November  5,  2003.  In  addition,
subsequent  to  September 30, 2003, the Estate of Mr.  Kalin  has
agreed  to terminate the Employment Agreement between the Company
and   Mr.   Kalin.   This  will  satisfy  all  of  the  Company's
obligations to the Estate of Mr. Kalin.


Financial Condition

The   Company's  working  capital  at  September  30,  2003   was
$6,879,049, an increase of $309,295 from $6,569,754, the  working
capital  at  March  31, 2003.  The Company's  current  ratio  was
approximately  5.4  to 1.0 at September 30, 2003  and  March  31,
2003.

Net  cash  of  $1,158,352  was provided by  operating  activities
during  the  six months ended September 30, 2003 as  compared  to
$467,074  that  was provided by operating activities  during  the
year  earlier  period.  This was primarily due to  increased  net
income  and  increased  cash from marketable  securities  in  the
current  period.   Net cash used for investing activities  during
the  six months ended September 30, 2003 was $292,505 as compared
to  $221,717 during the year earlier period.  This was due to the
purchase  of more equipment during the current period.  Net  cash
used  for  financing  activities  during  the  six  months  ended
September  30, 2003 was $270,698 as compared to cash of  $139,315
provided during the year earlier period.  This was largely due to
increased  debt reduction.  As a result of these activities,  the
Company's cash position increased $595,149 during the current six
months  as  compared to an increase of $106,042 in the  year  ago
period.


Safe Harbor Statement

Statements  which are not historical facts, including  statements
about   the   Company's  confidence  and   strategies   and   its
expectations  about new and existing products,  technologies  and
opportunities,  market and industry segment  growth,  demand  and
acceptance  of  new  and existing products  are  forward  looking
statements that involve risks and uncertainties.  These  include,
but  are  not  limited to, product demand and  market  acceptance
risks;  the  impact  of  competitive products  and  pricing;  the
results  of  financing  efforts;  the  loss  of  any  significant
customers of any business; the effect of the Company's accounting
policies;  the  effects of economic conditions and trade,  legal,
social, and economic risks, such as import, licensing, and  trade
restrictions; the results of the Company's business plan and  the
impact on the Company of its relationship with its lender.   This
report  should  be read in conjunction with the Company's  Annual
Report on Form 10-KSB for its fiscal year ended March 31, 2003.


Item 3.   Controls and Procedures.

The  Company  maintains "disclosure controls and procedures,"  as
such  term  is  defined  in  Rules 13a-15e  and  15d-15e  of  the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
that  are  designed  to ensure that information  required  to  be
disclosed  in  its  reports, pursuant to  the  Exchange  Act,  is
recorded,  processed,  summarized and reported  within  the  time
periods  specified in the SEC's rules and forms,  and  that  such
information  is  accumulated and communicated to its  management,
including   its  Chief  Executive  Officer  and  Chief  Financial
Officer, as appropriate, to allow timely decisions regarding  the
required  disclosures. In designing and evaluating the disclosure
controls  and  procedures, management  has  recognized  that  any
controls  and  procedures,  no  matter  how  well  designed   and
operated, can provide only reasonable assurances of achieving the
desired   control  objectives,  and  management  necessarily   is
required  to  apply its judgment in evaluating the  cost  benefit
relationship of possible controls and procedures.

The  Company's Chief Executive Officer and Vice President-Finance
(its principal executive officer and principal financial officer,
respectively)  have evaluated the effectiveness of the  Company's
"disclosure controls and procedures" as of the end of the  period
covered  by this Quarterly Report on Form 10-QSB. Based on  their
evaluation,   the  principal  executive  officer  and   principal
financial   officer  concluded  that  the  Company's   disclosure
controls  and procedures are effective. There were no significant
changes  in  the Company's internal controls or in other  factors
that could significantly affect these controls subsequent to  the
date the controls were evaluated.


                   PART II.  OTHER INFORMATION



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

          (a)  Exhibits.

     3.1       Certificate of Incorporation of the Company,
               as  amended, incorporated by reference to  Exhibit
               3.1  to  Registration Statement No. 33-16453  (the
               "Registration Statement").

     3.2       By-Laws  of  the  Company  incorporated  by
               reference  to  Exhibit  3.2  of  the  Registration
               Statement.

    31.1       Certification pursuant to Section 302 of
               the Sarbanes-Oxley Act of 2002.

    31.2       Certification pursuant to Section 302 of
               the Sarbanes-Oxley Act of 2002.

    32.1       Certification  pursuant  to  18  U.S.C.
               Section  1350, as adopted pursuant to Section  906
               of the Sarbanes-Oxley Act of 2002.

    32.2       Certification  pursuant  to  18  U.S.C.
               Section  1350, as adopted pursuant to Section  906
               of the Sarbanes-Oxley Act of 2002.


     (b)       Reports on Form 8-K.

      On July 29, 2003, the registrant filed a Current Report  on
Form  8-K with the Securities and Exchange Commission to disclose
the  issuance  of  a  press  release announcing  its  results  of
operations for its fiscal quarter ended June 30, 2003.





                            SIGNATURE


      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.



                                   MICRONETICS, INC.
                                   (Registrant)



Dated: November 12, 2003           By:/s/David Robbins
                                      ------------------------
                                      David Robbins,
                                      President (Principal
                                      Executive Officer)