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 December 31, 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)

Transitional small business disclosure format: Yes [ ] No [X]


As of December 31, 2003 the Issuer had 4,234,026 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 (unaudited) - December 31, 2003
and March 31, 2003                                  3

Consolidated Condensed Statements
of Operations (unaudited) - Nine Months
Ended December 31, 2003 and 2002                    5

Consolidated Condensed Statements
of Operations (unaudited) - Three Months
Ended December 31, 2003 and 2002                    6

Consolidated Condensed Statement
of Cash Flows (unaudited) - Nine Months
Ended December 31, 2003 and 2002                    7

Notes to Consolidated Condensed
Financial Statements (unaudited)                    9

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

Item 3. Controls and Procedures.                   19

Item 4. Submission of Matters to a Vote            20
of Security Holders.

Part II. Other Information:

Item 1. Legal Proceedings.                         21

Item 6. Exhibits and Reports on Form 8-K.       21-22

Signature                                          23


PART I. FINANCIAL INFORMATION


Item 1. Financial Statements.

                      MICRONETICS, INC. AND SUBSIDIARIES
<TABLE> <CAPTION>    CONSOLIDATED CONDENSED BALANCE SHEETS
                                   Assets


                                 December 31,     March 31,
                                   2003             2003
                                (Unaudited)       Audited
                                ------------     ----------
<S>                              <C>            <C>
CURRENT ASSETS:
Cash and cash equivalents        $ 1,413,540    $ 1,191,022
Marketable securities                545,549      1,438,190
Accounts receivable (net of
 allowance for doubtful accounts
 of $72,862 and $41,891 at December
 31, 2003 and March 31, 2003,
 respectively)                     1,962,966      1,870,442

Inventories                        3,354,145      3,456,739

Prepaid expenses                     294,002        114,076

Other current assets                  21,740          2,241
                                  ----------     ----------
TOTAL CURRENT ASSETS               7,591,942      8,072,710
                                  ==========     ==========
PROPERTY AND EQUIPMENT
Land                                 162,000        162,000
Building & improvements            1,443,657      1,428,775
Furniture, fixtures, and equipment 5,054,061      4,432,203
Equipment held under capital leases  225,488        579,130
                                  ----------     ----------
Gross fixed assets                 6,885,206      6,602,108
Less: Accumulated depreciation     3,914,246      3,645,892
                                  ----------     ----------
NET PROPERTY AND EQUIPMENT         2,970,960      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                     $11,685,761    $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



                          December 31,      March 31,
                            2003             2003
                          (Unaudited)      (Audited)
                         -------------    -----------
<S>                         <C>          <C>
CURRENT LIABILITIES:
Short-term loans and
 capitalized leases          $ 307,781    $ 330,838


Accounts payable               203,226      345,244
Accrued expenses and taxes,
 other than income taxes       650,368      675,945

Income taxes payable           351,688      150,929
                            ----------   ----------
TOTAL CURRENT LIABILITIES    1,513,063    1,502,956

NONCURRENT LIABILITIES:
 Notes payable               1,003,758    1,489,284

Capitalized lease obligations   40,378       70,392
                            ----------   ----------
TOTAL LONG-TERM DEBT         1,044,136    1,559,676
                            ----------   ----------
TOTAL LIABILITIES            2,557,199    3,062,632
                            ----------   ----------
SHAREHOLDERS' EQUITY:
Preferred stock - $.10 par value,
 Authorized 500,000 shares; Issued-none
Common stock - $.01 par value,
 Authorized 10,000,000 shares; Issued
 4,554,026 shares at December
 31, 2003 and 4,434,001 shares
 at March 31, 2003                42,340       44,340
 Additional paid - in capital  4,709,618    4,493,435
Retained earnings              5,576,604    4,546,200
 Less: Treasury stock at cost,
 320,000 shares at
 December 31, 2003            (1,200,000)           -
                              ----------   ----------
TOTAL SHAREHOLDERS' EQUITY     9,128,562    9,083,975
                              ----------   ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY         $11,685,761  $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
                                December 31,
                              2003         2002
                           ----------   ----------
<S>                        <C>         <C>

Net sales                  $3,522,351  $2,884,014

Cost of sales               1,908,342   1,560,085
                            ---------   ---------
Gross profit                1,614,009   1,323,929

Selling, general and
administrative expenses       735,007     701,495

Research & development
 expenses                     186,396     159,655
                            ---------   ---------
Income from operations        692,606     462,779

Other income (expense):
Interest income                 4,780      29,185
Interest (expense)            (17,386)    (27,157)
Other income (expense)        (80,364)      3,928
                            ---------   ---------
Total other income
 (expense)                    (92,970)      5,956
                            ---------   ---------
Income before provision
 for income taxes             599,636     468,735

Provision for income
 taxes                        254,416      93,747
                            ---------   ---------
Net income                  $ 345,220   $ 374,988
                            =========   =========
Net income per share-basic      $ .08       $ .09
                            =========   =========
Net income per share-diluted    $ .08       $ .08
                            =========   =========
Weighted average number of
 shares outstanding-basic   4,338,068   4,402,014
                            =========   =========
Weighted average number of
 shares outstanding-diluted 4,515,167 4,476,385
                            ========= =========

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



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


                           Nine Months Ended December 31,
                                  2003        2002
                               ---------   ---------
<S>                           <C>          <C>

Net sales                     $9,877,106   $7,879,925

Cost of sales                  5,574,977    4,318,628
                               ---------    ---------
Gross profit                   4,302,129    3,561,297

Selling, general and
 administrative expenses       2,257,927    1,902,127

Research & development expenses 547,726       498,827
                              ---------     ---------
Income from operations        1,496,476     1,160,343

Other income (expense):
Interest income                  28,347        55,201
Interest expense                (58,361)       16,206
Other income (expense)          (60,726)      (85,393)
                              ---------     ---------
Total other income (expense)    (90,740)      (13,986)
                              ---------     ---------
Income before provision
for income taxes               1,405,736    1,146,357

Provision for income taxes       375,331      180,549
                               ---------    ---------
Net income                    $1,030,405    $ 965,808
                               =========    =========
Net income per share- basic        $ .23        $ .22
                               =========    =========
Net income per share - diluted     $ .23        $ .22
                               =========    =========
Weighted average number of
 shares outstanding - basic    4,436,594    4,378,606
                               =========    =========
Weighted average number of
 shares outstanding - diluted  4,571,542    4,453,587
                               =========    =========


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



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



                          Nine Months Ended December 31,
                                  2003      2002
                                 ------  ---------

<S>                            <C>          <C>
Cash flows from operating
activities:

Net income                      $1,030,405   $ 965,808

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

Depreciation and amortization       268,354    190,420

Changes in assets and liabilities:
(Increase) decrease in accounts
 receivable, inventories, prepaid
 expenses and other current asset   703,288    (29,284)

(Increase) decrease in security
 deposits and other assets           (5,178)    (4,024)

(Decrease) increase in accounts
 payable, accrued liabilities,
 notes payable and other current
 liabilities                          10,107     79,875
                                   ---------  ---------
Net cash provided
 by operating activities          $2,006,976 $1,202,797
                                   ---------  ---------


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


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





                       Nine Months Ended December 31,
                              2003          2002
                           ----------    ---------

<S>                      <C>            <C>
Cash flows from investing
activities:
Purchase of property and
 equipment                $ (283,099)    $ (313,448)
                           ---------      ---------
Net cash (used for)
 investing activities     $ (283,099)    $ (313,448)
                           ---------      ---------
Cash flows from financing
activities:
Repayments of debt
 and capitalized leases      (515,542)     (329,756)
Proceeds from stock options
 exercised                    214,183       212,946
Purchase of treasury stock (1,200,000)      (98,426)
                            ---------     ---------
Net cash provided by (used for)
 financing activities     $(1,501,359)   $ (215,236)
                            ---------     ---------
NET INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS  $ 222,518     $ 674,113

Cash and cash equivalents,
 beginning of year          1,191,022     2,500,414
                            ---------     ---------
CASH AND CASH EQUIVALENTS,
END OF QUARTER             $ 1,413,540   $3,174,527
                             =========    =========


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


                  MICRONETICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)



Note 1.


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
December 31, 2003, the results of operations for the three and
nine month periods ended December 31, 2003 and 2002 and cash
flows for the nine month periods ended December 31, 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 nine month periods
ended December 31, 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
                                        December 31,
                                     2003        2002
                                    -----       ------

Net income - as reported             $345       $375

Deduct: Total stock-based employee
 compensation expense determined
 under fair-value based method for
 all awards, net of related tax        56          25
 effects                             ----        ----

Net income- pro-forma                 289          350
                                     ====         ====
Basic income per share-as reported   $.08         $.09
Basic income per share- pro forma     .07          .08
Diluted income per share- as reported .08          .08
Diluted income per share- pro forma   .06          .08


                                       Nine months ended
                                          December 31,
                                         2003      2002
                                       -------    ------

Net income - as reported                $1,030     $966

Deduct: Total stock-based employee
compensation expense determined
under fair-value based method for
all awards, net of related tax             104       70
effects                                   ----     ----

Net income - pro-forma                     926      896
                                          ====     ====
Basic income per share-as reported        $.23     $.22
Basic income per share- pro forma          .21     .20
Diluted income per share- as reported      .23      .22
Diluted income per share- pro forma        .20      .20




             MICRONETICS, INC. AND SUBSIDIARIES


Note 2. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)


(a) Description of Business:

Micronetics, Inc., which includes its wholly-owned subsidiaries,
Microwave & Video Systems, Inc., Enon Microwave, Inc. and
Microwave Concepts, Inc. collectively (the "Company"), 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:

The Company reviews long-lived assets and identified intangibles
for impairment whenever events or changes in circumstances
indicate that the carrying value may not be fully recoverable.
The Company performs nondiscounted cash flow analysis to deter-


            MICRONETICS, INC. AND SUBSIDIARIES


Note 2. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED) (CONTINUED)



mine if any impairment exists.

(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 December
31, 2003 and 2002 were approximately $186,000 and $159,000,
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 potential common shares outstanding
during each period. Potential common stock 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. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED) (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,
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 policy is the same for each of
MICRONETICS, INC. AND SUBSIDIARIES


Note 2. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(CONTINUED)


Micronetics' two segments (Defense Electronics Group and
Commercial Products Group).

(l) Reclassifications:

Certain reclassifications have been made to the 2002 comparative
financial statements to conform to the 2003 presentation.


Note 3. INVENTORY

                December 31, 2003     March 31, 2003
               -----------------     --------------
                 (Unaudited)          (Audited)
Raw materials and
 work-in-process  $3,132,638         $2,795,616
Finished goods       458,693            718,914
                  ----------         ----------
Less: allowance
 for obsolescence   (237,186)           (57,791)
                  ----------         ----------
Total             $3,354,145         $3,456,739
                  ==========         ==========


Note 4.

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 was $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 agreed to terminate the
Employment Agreement between the Company and Mr. Kalin. This
satisfied 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 has changed the format of our its presentation to
more fairly represent the way we areit is measuring our its
business. Micronetics segments itself into 2 distinct operating
units, Defense Electronics as we haveit has been measuring
ourselves itself since we it began reporting segments, and now
Commercial Products which combines our the prior Test Solutions
and VCO operating units.

Operating revenues for Q3 FY04 were $3,522,351 compared to
operating revenues of $2,884,014 for Q3 FY03, an increase of
$638,337 or 22%. Our The Company's growth was fairly consistent
between the operating segments with Commercial Products growing
at 24.5% and Defense Defense Electronics growing at 21.3%
compared to the same period last year. Approximately half of the
increase in Defense Electronics was organic and half A large
percentage of the increase in revenues of the Defense Electronics
Group was due to the inclusion of revenues from our recent
acquisition of Microwave Concepts, Inc. (?Microcon"). Total
revenues for Q3 FY04 without inclusion of revenues from Microcon
would have been $3,192,534 or 11% higher than the same quarter
last year.

Gross profit margin Ccompany-wide remained flat at just under 46%
for Q3 FY04 and Q3 FY03 respectively. Gross profit margin in the
Defense Electronics Group continued to improve by increasing 6%
over last quarter though the Company is still continuing its
efforts to achieve further improvement to achieve FY03 profit
levels. The Company saw significant improvements in its
Commercial Products segment with gross margin increasing to 55%
compared to 43% for the comparable period last year. Most of this
increase was due to increased revenues combined with the
Company's ongoing efforts to keep its costs down.

Research and development (?R&D") expenses decreased slightly to
5.3% of revenues in Q3 FY04 compared to 5.5% of revenues in the
same quarter last year. R&D expenses in the Defense Electronics
Group were up $11,861 for the quarter to $115,898 compared to
$104,037 for the same quarter last year due to addition of
Microcon and other new product development activities. R&D
expenses in the Commercial Products segment increased $14,879 to
$70,498 compared to $55,619 for the same period last year.

Selling, general and administrative (?SG&A") expenses as a
percent of revenues were 21% for the current period compared to
24% for the corresponding period last year. Expenses in the
Commercial Products segment were down to 21% compared to 32% a
year ago due to downsizing and related expense reductions.
Expenses in the Defense Electronics segment dropped from 23% to
21% as a percent of revenues during the same period. These
reductions were from a combination of increased revenues and
expense reductions especially from our Commercial Products
segment.

Net income for Q3 FY04 was $345,220, or $.08 per diluted share,
compared to $374,988, or $.08 per diluted share during Q3 FY03.
The decline was due primarily to the Company's decision to take a
one-time write-off of $110,356 by discontinuing a slow moving
commercial product line that had little prospect for growth.
Additionally, the Company adjusted the tax provision to more
accurately reflect its tax position this year that has been
significantly impacted from the fact it no longer has any tax
credits carrying forward from prior years. Operating income
before the one-time charge and taxes this quarter was 50% ahead
of the same period last year.

Operating revenues for the nine months ended December 31, 2003
were $9,877,106 as compared to operating revenues of $7,879,925
for the comparable period last year, an increase of $1,977,181 or
25%. Of the 25% increase, 16% was from organic growth with the
remaining 9% being from the acquisition of Microcon. The
Commercial Products segment has increased 17.7% compared to the
same period last year while our Defense Electronics Group
increased 28.1%.

Gross profit margin for the nine months ended December 31, 2003
was 43.6% compared to 45.2% for the same period last year. Gross
profit margin in the Defense Electronics Group continued to
improve by increasing 6% over the last quarter though the Company
is still continuing its efforts to achieve further improvement to
achieve FY03 gross profit levels. The Company saw significant
improvement in its Commercial Products segment due to revenue
gains and ongoing cost cutting efforts.

R&D expenses decreased to 5.5% of revenues in the nine months
ended December 31, 2003, compared to 6.3% of revenues in the same
period last year. R&D expenses in the Defense Electronics Group
were up $48,627 to $367,878 compared to $319,051 for the same
period last year due largely from the addition of Microcon and
other new product development activities. R&D expenses were flat,
however, in the Commercial Products segment.

SG&A expenses as a percent of revenues decreased to 22.9% in the
nine months ended December 31, 2003 as compared to 24.1% for the
same period last year. Both of our operating segments have shown
declines as a percent of revenues. Defense Electronics went from
24% to 22% while Commercial Products decreased from 28.8% to
26.5%. These reductions were from a combination of increased
revenues and expense reductions especially from our Commercial
Products segment.

Net income for the nine months ended December 31, 2003 was
$1,030,405, or $.23 per diluted share, compared to $965,808, or
$.22 per diluted share during same period last year. The profits
were impacted primarily due to the Company's decision to take a
one-time write-off of $110,356 by discontinuing a slow moving
commercial product line that had little prospect for growth.
Additionally, the Company adjusted the tax provision to more
accurately reflect its tax position this year that has been
significantly impacted from the fact it no longer has any tax
credits carrying forward from prior years. Operating income
before the one-time charge and taxes this quarter was 29% ahead
of the same period last year.


Financial Condition

The Company's working capital at December 31, 2003 was
$6,078,879, a decrease of $490,875 from $6,569,754, the working
capital at March 31, 2003. The Company's current ratio was
approximately 5.0 to 1 at December 31, 2003; it was approximately
5.4 to 1 at March 31, 2003.

Net cash of $2,006,976 was provided by operating activities
during the nine months ended December 31, 2003 as compared to
$1,202,797 that was provided by operating activities during the
year earlier period. This was primarily due to net income and
conversion of marketable securities to operating cash to support
the purchase of treasury shares in the current period. Net cash
used by investing activities during the nine months ended
December 31, 2003 was $283,099 as compared to $313,448
during the year earlier period. All investing activity was from
the purchase of new equipment during the current period. Net
cash used by financing activities during the nine months ended
December 31, 2003 was $1,501,359 as compared to cash provided of
$215,236 during the year earlier period. This was largely due to
increased debt reduction and the purchase of treasury stock in
the current period. As a result of these activities, the
Company's cash position increased $222,518 during the current
nine months as compared to an increase of $674,113 in the year
ago period.

In accordance with loans from a bank, the Company is required to
maintain a minimum net worth of at least $2,000,000, a ratio of
total debt to net worth not exceeding 1.25:1, and a debt coverage
ratio of not less than 1.25:1. At present, the Company does not
anticipate failing to comply with any of these financial ratios.
The Company also has a line of credit with the bank in the amount
of $1,500,000 million. As of December 31, 2003, there was no
outstanding balance on this line of credit.

We believe that cash and cash equivalents on hand, anticipated
future cash receipts, and borrowings available under our line of
credit will be sufficient to meet our obligations as they become
due for the next twelve months. However, a decrease in our sales
or demand for our products would likely adversely affect our
working capital amounts. As part of our business strategy, we
occasionally evaluate potential acquisitions of businesses,
products and technologies. Accordingly, a portion of our
available cash may be used at any time for the acquisition of
complementary products or businesses. These potential
transactions may require substantial capital resources, which, in
turn, may require us to seek additional debt or equity financing.
There are no assurances that we will be able to consummate any of
these transactions. There are no present plans to raise
additional debt or equity capital, nor is there a projected need
to raise any such capital.


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.


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

On October 29, 2003, the Company held its Annual Meeting of
Shareholders (the "Meeting"). At the Meeting, the Company's
shareholders voted on the election of three directors. The
shareholders voted for the election of David Robbins, David
Siegel and Emanuel Kramer to serve as Directors of the Company
until the next annual meeting of shareholders and until their
successors are duly elected and qualify.

At the Meeting, the Company's shareholders also voted on two
additional proposals to approve the adoption of the 2003 Stock
Incentive Plan and to ratify the appointment of Goldstein Golub
Kessler LLP as the Company's independent auditors for the
Company's fiscal year ending March 31, 2004. The following table
sets forth the results of such votes:


Proposal        Affirmative Votes     Negative Votes
--------        -----------------     --------------

1. Approval of the      1,964,819           641,964
adoption of the 2003
tock Incentive Plan


2. Ratification of the   4,253,063            9,873
appointment of Goldstein
Golub Kessler LLP as the
Company's independent
auditors for the Company's
fiscal year ending March
31, 2004


PART II. OTHER INFORMATION


Item 1. Legal Proceedings.

In December 2003, the Company was served with a Demand for
Arbitration from EarlyBirdCapital, Inc., a company with whom it
had entered into a Financial Advisory and Investment Banking
Agreement in October 2002 (the "Financial Agreement"). The
Company terminated the Financial Agreement after six months since
the Company believed it was not receiving much benefit from it.
As part of the consideration for the Financial Agreement, the
Company was to issue a warrant to EarlyBird to purchase 50,000
shares of the Company's Common Stock. After Micronetics
terminated the Financial Agreement, it discovered information
about EarlyBird, which, had it known prior to the execution of
the Financial Agreement, would have estopped Micronetics from
entering into the Financial Agreement. Therefore, the Company
believed the Financial Agreement should be rescinded, and refused
to acknowledge issuance of the Warrant. Although EarlyBird
commenced the arbitration to attempt to recover damages it
alleges it suffered as a result of the Company's refusal to
acknowledge the exercise of the Warrant, the Company is seeking
rescission of the Financial Agreement based on the information it
learned about EarlyBird subsequent to the termination of the
Financial Agreement. EarlyBird is alleging damages of
approximately $235,000, an amount which the Company disputes.
The arbitration is in its preliminary stages. There are no other
material legal proceedings to which Micronetics is a party or
known to be contemplated at the present time.


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.

Item 6. Exhibits and Reports on Form 8-K. (Continued)

(a) Exhibits.


10.1    Lease Agreement between Microwave Concepts,
        Inc. and AMB Partners II, L.P. dated October 9,
        2003.

10.2    Form of 2003 Stock Incentive Plan.

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 November 11, 2003, the Company 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 September 30, 2003.




                 SIGNATURE


Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



                             MICRONETICS, INC.
                            (Registrant)



Dated: January 28, 2004       By:/s/David Robbins
                              ------------------------
                              David Robbins,
                              President (Principal
                               Executive Officer)