UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-QSB

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

For the quarterly period ended December 31, 2004

                               OR

[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND 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)          (Zip Code)

                         (603) 883-2900
-----------------------------------------------------------------
        (Issuer's telephone number, including area code)

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

Check  whether  the issuer (1) filed all reports required  to  be
filed by Section 13 or 15(d) of the Exchange Act during the  past
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.

Yes   X     No
     ---       ---
As  of  February  14,  2005, the issuer had 4,410,831  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, 2004
               and March 31, 2004                           3-4

               Consolidated Condensed Statements
               of Income(unaudited) - Three and Nine Months
               Ended December 31, 2004 and December 31,
               2003                                         5-6

               Consolidated Condensed Statements
               of Cash Flows (unaudited) - Nine Months
               Ended December 31, 2004 and December 31,
               2003                                         7-8

               Notes to Consolidated Condensed
               Financial Statements (unaudited)            9-16

     Item 2.   Management's Discussion and Analysis
               or Plan of Operation.                      17-20

     Item 3.   Controls and Procedures                    20-21

     Item 4.   Submission of Matters to a Vote of
               Security Holders                              21


Part II.  Other Information:

     Item 6.   Exhibits and Reports on Form 8-K.             23


Signature                                                    24
                  PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements.
<TABLE> <CAPTION>


                MICRONETICS, INC. AND SUBSIDIARIES
              CONSOLIDATED CONDENSED BALANCE SHEETS



                                           December 31,   March 31,
                                              2004          2004
                                         -------------   ----------
                                         (unaudited)

                  ASSETS
                  ------
<S>                                       <S>            <S>
Current assets:

  Cash and cash equivalents               $ 2,279,230    $2,147,836

  Marketable securities                       561,308       551,935

  Accounts receivable, net of
   allowance for doubtful accounts of
   $48,935 and $79,384, respectively        2,097,018     2,379,717

  Inventories                               4,436,058     3,576,027

  Prepaid expenses                            159,885       116,531

  Deferred tax asset                                -         3,994

  Prepaid income taxes                        142,660             -

  Other current assets                            315        26,575
                                           ----------    ----------
     Total current assets                   9,676,474     8,802,615
                                           ----------    ----------
Property, Plant and Equipment - net         3,210,187     3,038,506

Other assets:

 Security deposits                              5,335         5,335

 Goodwill                                   1,117,197     1,117,197
                                           ----------    ----------
     Total other assets                     1,122,532     1,122,532
                                           ----------    ----------
                                          $14,009,193   $12,963,653
                                           ==========    ==========

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



<TABLE> <CAPTION>  MICRONETICS, INC. AND SUBSIDIARIES
        CONSOLIDATED CONDENSED BALANCE SHEET (CONTINUED)

                                     December 31,      March 31,
                                         2004            2004
                                     ------------      ----------
                                      (unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S>                                   <C>             <C>
Current liabilities:
  Accounts payable                    $   351,604     $  538,141

  Accrued expenses                        784,284        951,921

  Deferred revenue                         25,705          2,000

  Income taxes payable                          -        204,280

  Deferred tax liability - current portion  12,516             -

 Notes payable and Long-Term Debt-
   current portion                         463,756       320,091
 Capital lease obligations -
  current portion                           70,386        34,436
                                        ----------     ---------
        Total current liabilities        1,708,251     2,050,869

  Long-term debt - net of current portion  758,541       891,452
  Capital lease obligations - net of
   current portion                          30,476        28,908

        Deferred tax liability             180,759       162,582
                                        ----------     ---------
                                         2,678,027     3,133,811
                                        ----------     ---------
Commitments and contingencies
Shareholders' equity:
  Preferred stock - $0.10 par value;
  100,000 shares authorized; no shares
  issued and outstanding                        -             -
Common stock - $0.01 par value;
  10,000,000 shares authorized;
  4,769,122 and 4,571,326 issued,
  respectively; 4,410,581 and
  4,251,326 outstanding, respectively       47,691        45,713

Additional paid in capital               5,955,289     4,927,249
Retained earnings                        6,855,200     6,056,880
                                        ----------    ----------
                                        12,858,180    11,029,842
Treasury stock, 358,541 and
 320,000 shares, at cost                (1,527,014)   (1,200,000)
                                        ----------    ----------
Total shareholders' equity              11,331,166     9,829,842
                                        ----------    ----------
                                       $14,009,193   $12,963,653
                                        ==========    ==========

See accompanying notes to consolidated condensed financial statements.

</TABLE>

<TABLE><CAPTION>  MICRONETICS, INC. AND SUBSIDIARIES
           CONSOLIDATED CONDENSED STATEMENTS OF INCOME


                                    Three months Ended December 31,
                                         2004            2003
                                      ----------      ----------
                                     (unaudited)      (unaudited)
<S>                                  <C>             <C>
Net sales                            $3,550,457      $3,522,351

Cost of sales                         1,975,050       1,908,342
                                      ---------       ---------
Gross profit                          1,575,407       1,614,009
                                      ---------       ---------
Operating expenses:
Selling, general and
 administrative                         831,463         748,954

Research & development                  155,146         186,396
                                      ---------       ---------
Total operating expenses                986,609         935,350
                                      ---------       ---------

Income from operations                  588,798         678,659
                                      ---------       ---------
Other (expenses) income:

 Interest income                         11,228           4,780
 Interest expense                       (29,464)        (17,386)
 Rental income                           13,947          13,947
 Miscellaneous (expense) income           6,216         (80,364)
                                      ---------       ---------
        Total other (expenses) income     1,927         (79,023)
                                      ---------       ---------
Income before provision
 for income taxes                       590,725         599,636

Provision for income taxes              446,754         254,416
                                      ---------       ---------
Net income                           $  143,971      $  345,220
                                      =========       =========
Earnings per common share:

     Basic                           $     0.03      $     0.08
                                      =========       =========
      Diluted                        $     0.03      $     0.08
                                      =========       =========
Weighted average common shares
 outstanding:

      Basic                           4,408,664       4,338,068

     Diluted                          4,479,465       4,515,167

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


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

                                     Nine months Ended December 31,
                                         2004            2003
                                      ----------      ----------
                                      (unaudited)    (unaudited)
<S>                                 <C>              <C>
Net sales                           $10,343,458      $9,877,106

Cost of sales                         5,814,836       5,574,977
                                     ----------       ---------
Gross profit                          4,528,622       4,302,129
                                     ----------       ---------
Operating expenses:
Selling, general and
 administrative                       2,406,202      2,304,951

Research & development                  559,590        547,726
                                     ----------      ---------
Total operating expenses              2,965,792      2,852,677
                                     ----------      ---------

Income from operations                1,562,830      1,449,452
                                     ----------      ---------
Other (expenses) income:

 Interest income                         17,896         28,347
 Interest expense                       (62,216)       (58,361)
 Rental income                           41,841         47,024
 Miscellaneous income (expense)          37,063        (60,726)
                                     ----------      ---------
        Total other income               34,584        (43,716)
                                     ----------      ---------
Income before provision
 for income taxes                     1,597,414      1,405,736

Provision for income taxes              799,095        375,331
                                     ----------      ---------
Net income                          $   798,319     $1,030,405
                                     ==========      =========
Earnings per common share:

     Basic                          $      0.18     $     0.23
                                     ==========      =========
      Diluted                       $      0.18     $     0.23
                                     ==========      =========
Weighted average common shares
 outstanding:

      Basic                           4,362,683      4,436,594

     Diluted                          4,409,696      4,571,542

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



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

                                     Nine Months Ended December 31,
                                         2004             2003
                                      ---------         ---------
                                    (unaudited)         (unaudited)
<S>                                 <C>                <C>
Cash flows from operating
 activities:
Net income                           $  798,319        $1,030,405

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

Depreciation                            291,913          268,354

Bad debt expense (recovery)             (30,449)          30,971

Inventory reserve                        62,849          179,395

Net realized gain on marketable
 securities                              (9,373)              -

Deferred taxes                           34,687               -

Options issued for services               4,179               -

Common Stock issued for settlement       84,000               -

Tax benefit upon exercise of stock
 options                                350,280               -

Changes in operating assets and
 liabilities:
Accounts receivable                     313,149        (123,495)

Inventories                            (922,880)        (76,801)

Prepaid expenses, other current
 assets, and other assets               (17,096)       (228,030)

Accounts payable                       (186,536)       (142,018)

Accrued expenses and deferred revenue  (143,931)        (25,577)

Income taxes payable                   (346,940)        200,759
                                       ---------       --------
Net cash provided
 by operating activities              $  282,171     $1,113,963
                                       ---------      ---------

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



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


                                               Nine Months Ended,
                                                   December 31
                                                2004         2003
                                             ---------    ---------
                                          (unaudited)     (unaudited)
<S>                                         <C>             <C>
Cash flows from investing activities:
 Net proceeds from the sale of marketable
  securities                                $        -      $  892,641

  Purchase of equipment                       (463,594)       (283,099)
                                             ---------       ---------
Net cash (used in) provided by
 investing activities                         (463,594)        609,542
                                             ---------       ---------
Cash flows from financing activities:

  Proceeds from line of credit                 250,000              -

  Payment on mortgages payable                (239,245)      (483,954)

  Net proceeds and (payments) of capital
   lease obligations                            37,517        (31,216)

  Net proceeds from exercise of stock options  591,559        214,183

  Purchase of treasury shares                 (327,014)    (1,200,000)
                                             ---------      ---------
Net cash provided by (used in)
 financing activities                          312,817     (1,500,987)
                                             ---------      ---------
Net change in cash and cash equivalents        131,394        222,518

Cash and cash equivalents at beginning of
 period                                      2,147,836       1,191,022
                                             ---------       ---------
Cash and cash equivalents at end of period  $2,279,230      $1,413,540
                                             =========       =========
Supplemental disclosure of cash flow
 information:

  Cash paid during the period for:

      Interest                              $   50,622      $   81,890
                                             =========       =========

       Income taxes                         $  773,885      $  343,596
                                             =========       =========

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



               MICRONETICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 1.   BASIS OF PRESENTATION

      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, 2004, the results of operations for the  three  and
nine month periods ended December 31, 2004 and 2003, and the cash
flows  for  the nine month periods ended December  31,  2004  and
2003.

      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, 2004.

      The  results  of operations for the three and  nine  months
ended  December  31, 2004 are not necessarily indicative  of  the
results of the full year.


Note 2.   PRINCIPAL  BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT
          ACCOUNTING POLICIES

Summary of operations -
---------------------

       Micronetics,  Inc.  and  subsidiaries  (collectively   the
"Company"   or   "Micronetics")  are  engaged  in   the   design,
development, manufacturing and marketing of a broad range of high
performance  wireless  components  and  test  equipment  used  in
cellular,  microwave, satellite, radar and communication  systems
around the world.

      The  consolidated financial statements include the accounts
of   Micronetics,  Inc.  ("Micronetics")  and  its   wholly-owned
subsidiaries,  Microwave  &  Video Systems,  Inc.  ("MVS"),  Enon
Microwave,   Inc.   ("Enon")   and   Microwave   Concepts,   Inc.
("MicroCon").    All   material   intercompany    balances    and
transactions have been eliminated in consolidation.

      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.

      Use  of estimates - The preparation of financial statements
in  conformity with accounting principles generally  accepted  in
the   United  States  of  America  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  the
reported  amounts  of revenue and expenses during  the  reporting
period.  Actual results could differ from those estimates.

      Cash  and cash equivalents - For purposes of the statements
of  cash  flows,  the  Company considers all highly  liquid  debt
instruments with an original maturity of three months or less  to
be cash equivalents.

     Marketable  securities - The Company's marketable securities
consist of bond mutual funds that are carried at fair value;  any
unrealized gains or losses are included in income.

      Accounts  receivable - Accounts receivable are reported  at
their  outstanding  unpaid  principal  balances  reduced  by   an
allowance for doubtful accounts.  The Company estimates  doubtful
accounts  based  on  historical  bad  debt,  factors  related  to
specific  customers' ability to pay and current economic  trends.
The  Company writes off accounts receivable against the allowance
when a balance is determined to be uncollectible.

      Inventories - Inventories are stated at the lower of  cost,
determined by the first-in, first-out method, or market.

      Property,  Plant and Equipment - Depreciation of  property,
plant and equipment ("PPE") is computed by both straight-line and
accelerated  methods at rates adequate to allocate  the  cost  of
applicable assets over their expected useful lives.

     Goodwill  -  Goodwill relates to the Company's  acquisitions
accounted for under the purchase method of accounting.  Under the
purchase  method of accounting, the excess of the purchase  price
over  the  identifiable  net assets of  the  acquired  entity  is
recorded as goodwill.

      As  of  December  31,  2004, the Company  has  goodwill  of
$1,117,197  in connection with its acquisition of Enon  in  March
2002.

      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.

     Concentration of credit risk - The Company maintains cash in
bank  deposit  accounts that, at times, exceed federally  insured
limits.   The  Company has not experienced any  losses  on  these
accounts.

     Fair  value of financial instruments - The carrying  amounts
reported  in  the  consolidated balance  sheet  for  cash,  trade
receivables,  accounts payable, and accrued expenses  approximate
fair value based on the short-term maturity of these instruments.
The   carrying  amount  of  the  Company's  long-term  debt  also
approximates fair value.

     Revenues   -  Revenues  from  products  are  recognized   in
accordance  with  Staff  Accounting Bulletin  No.  104,  "Revenue
Recognition  in  Financial  Statements"  ("SAB  104")  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  than  pursuant   to   warranty
obligations.

      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 new program, Micronetics offers a  one-year
warranty  policy and establishes a warranty reserve.  Micronetics
charges to expense, when incurred, any warranty costs not covered
by  the  reserve.   In  order to return  a  product,  Micronetics
requires  a  customer to obtain a Return Material  Authorization.
This  policy  is the same for each of Micronetics'  two  segments
(Defense Electronics Group and Commercial Products Group). As  of
December 31, 2004 and 2003, the Company has not set up a warranty
reserve, due to warranty expense being insignificant.

      Impairment of long-lived assets - The Company assesses  the
need  to record impairment losses on long-lived assets, including
fixed  assets, goodwill and other intangible assets, to  be  held
and   used   in   operations  whenever  events  or   changes   in
circumstances indicate that the carrying amount of an  asset  may
not  be  recoverable.   If  events or  changes  in  circumstances
indicate  that  the  carrying amount  of  an  asset  may  not  be
recoverable, the Company estimates the undiscounted  future  cash
flows  to  result  from  the use of the asset  and  its  ultimate
disposition.  If the sum of the undiscounted cash flows  is  less
than  the  carrying value, the Company recognizes  an  impairment
loss,  measured as the amount by which the carrying value exceeds
the  fair  value  of  the asset.  Assets to be  disposed  of  are
carried  at their lower of the carrying value or fair value  less
costs  to sell. Additionally, goodwill is assessed for impairment
on an annual basis.

      On  an  on-going basis, management reviews  the  value  and
period  of  amortization or depreciation  of  long-lived  assets.
During  this  review,  the  Company reevaluates  the  significant
assumptions  used in determining the original cost of  long-lived
assets.  Although  the assumptions may vary from  transaction  to
transaction,  they  generally include revenue  growth,  operating
results,  cash  flows and other indicators of value.   Management
then determines whether there has been an impairment of the value
of  long-lived  assets based upon events or circumstances,  which
have  occurred  since  acquisition.   The  impairment  policy  is
consistently  applied in evaluating impairment for  each  of  the
Company's   wholly   owned  subsidiaries  and   investments.   In
accordance with SFAS No. 142, Goodwill and Other Intangibles, the
Company  has  tested  their valuation of goodwill  on  an  annual
basis, and has determined that no impairment exists.

      Earnings per share - Basic and 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.

     Reclassifications - Certain reclassifications have been made
to prior year consolidated financial statements to conform to the
current period presented.

      Recent  accounting  pronouncements -  In December 2004, the
FASB issued SFAS No. 123R, "Share-Based Payment."  This statement
requires companies to begin expensing  equity-based awards in the
first annual reporting period beginning after June 15, 2005.  This
statement  will be effective for  the  Company beginning in Fiscal
2006.  The Company is currently reviewing the terms and conditions
of Statement 123R to determine the effect on the Company's results
of operations and financial position.

Management does not believe that  any  other recently  issued,  but
not yet effective, accounting  standards if currently adopted would
have a  material ffect on the accompanying consolidated financial
statements.


Note 3.   STOCK-BASED COMPENSATION
          ------------------------

      The Company measures employee stock-based compensation cost
using  Accounting Principles Board ("APB") Opinion No. 25  as  is
permitted by Statement of Financial Accounting Standards No.  123
("SFAS  No. 123"), Accounting for Stock-Based Compensation.   Pro
forma  information  regarding net income (loss)  and  net  income
(loss)  per  share  is  required by SFAS No.  123  and  has  been
determined as if the Company had accounted for its stock  options
granted  using the fair value method of SFAS No. 123.   The  fair
value  for these options was estimated at the date of grant using
the   Black-Scholes  option  pricing  model  with  the  following
weighted-average  assumptions for the three month  periods  ended
December 31, 2004 and 2003: risk-free interest rates of 3.87% and
2.27%, respectively; no dividend yield; volatility factors of the
expected  market price of the Company's common stock of  75%  and
75%,  respectively,  and  expected  lives  of  the  options  were
estimated  at  approximately 2-1/2 and 2-1/2 years, respectively.
The  weighted average fair value of stock options granted for the
three  month periods ended December 31, 2004 and 2003  was  $2.79
and $0, respectively.
<TABLE> <CAPTION>
      For  purposes of pro forma disclosures, the estimated  fair
value  of  the options is amortized to expense over the  options'
vesting  period.   The  Company's pro  forma  information  is  as
follows:
                                           Three Months Ended
                                              December 31,
                                       ------------------------
                                           2004          2003
                                       ------------   ----------
     <S>                               <C>          <C>
     Net income - as reported          $   143,971  $   345,220

     Deduct:    stock-based   employee
     compensation  expense  determined
     under  fair-value  based  method,
     net of income tax effect               57,479       50,472
                                        ----------   ----------
     Net income - pro forma            $    86,492  $   294,748
                                        ==========   ==========

     Basic  income  per  share  -   as
     reported                          $       .03  $       .08
                                        ==========   ==========

     Basic  income  per  share  -  pro $       .02  $       .07
     forma                              ==========   ==========

     Diluted  income per  share  -  as
     reported                          $       .03  $       .08
                                        ==========   ==========

     Diluted  income per share  -  pro
     forma                             $       .02  $       .07
                                        ==========   ==========
<CAPTION>


                                            Nine Months Ended
                                              December 31,
                                       -------------------------
                                            2004        2003
                                       ------------ ------------
    <S>                                <C>          <C>
     Net income - as reported          $   798,319  $ 1,030,405

     Deduct:    stock-based   employee
     compensation  expense  determined
     under  fair-value  based  method,
     net of income tax effect              148,493      149,322
                                        ----------   ----------
     Net income - pro forma            $   649,826  $   881,083
                                        ==========   ==========
     Basic  income  per  share  -   as
     reported                          $       .18  $       .23
                                        ==========   ==========
     Basic  income  per  share  -  pro $       .15  $       .20
     forma                              ==========   ==========

     Diluted  income per  share  -  as
     reported                          $       .18  $       .23
                                        ==========   ==========
     Diluted  income per share  -  pro
     forma                             $       .15  $       .19
                                        ==========   ==========
</TABLE>

Note 4.   INVENTORIES
          -----------
<TABLE> <CAPTION>
Inventories consist of the following:

                                    December 31,      March 31,
                                        2004            2004
                                    ------------   -------------
                                    (Unaudited)
       <S>                        <C>             <C>
       Raw materials and work-
        in-process                $    4,018,635  $   3,243,381

       Finished goods                    633,077        485,451
                                    ------------   ------------
                                       4,651,712      3,728,832
       Less: allowance for
        obsolescence                    (215,654)      (152,805)
                                    ------------   ------------
                                   $   4,436,058  $   3,576,027
                                    ============   ============
</TABLE>

Note 5.     NOTES PAYABLE AND LONG-TERM DEBT
           --------------------------------

     During the three months ended December 31, 2004, the Company
drew down $250,000 of an available $1,500,000 line of credit from
a  commercial bank. This line, issued on March 25, 2002,  was  to
expire on July 31, 2004, and has been extended until July 30, 2005.
This line bears interest at .5% above the bank index of 5.25%, as
of December 31, 2004. The Company's assets secure the outstanding
promissory note.


Note 6.     SHAREHOLDERS' EQUITY
            --------------------

      During the nine months ended December 31, 2004, the Company
issued   a   total  of  197,796  shares  for  net   proceeds   of
approximately $591,000 upon the exercise of stock options granted
under the Company's various option plans.

      During the nine months ended December 31, 2004, the Company
purchased 38,541 shares of its common stock for $327,014.   These
shares are accounted for as treasury shares.


Note 7.     INDUSTRY SEGMENT INFORMATION
            ----------------------------

     Micronetics   has  determined  that  segment  reporting   by
operating  divisions  is  no longer the  most  accurate  type  of
measurement  for  its business because of overlap.   The  Company
will  continue  to break out revenues between its commercial  and
defense  departments but will do so at the customer order  level.
The  Company  believes  this will be a more  accurate  method  to
report   its   business.    Additionally,   the   Company    will
differentiate its foreign and domestic revenues commencing in its
fiscal  period ended December 31, 2004. See Item 2.  Management's
Discussion  and  Analysis  or Plan  of  Operation.   The  Company
currently  has  no reporting structure at this  time  that  would
provide  additional information as required under normal  segment
reporting.

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

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

Three months ended December 31, 2004
------------------------------------

     Operating  revenues  for the Company's  three  month  period
ended  December 31, 2004 ("Q3 FY05") were $3,550,457 as  compared
to  $3,522,351 for the same quarter one year ago ("Q3 FY04"),  an
increase   of   $28,106,  or  .8%.  The  increase  was   directly
attributable  to the Company's defense business,  where  revenues
increased by $249,251 or 12%, as compared to the same period last
year. Revenues for the Company's commercial business declined 15%
as compared to Q3 FY04. Revenue mix for defense and commercial as
a  percentage  of total revenues this quarter were 66%  and  34%,
respectively,  as  compared to 60% and  40%,  respectively,  last
year.

     Foreign revenues increased approximately $180,000 or 55.4%
over the same quarter last year. Foreign revenues as a percentage
of total revenues increased from 9% last year to 14% this year.

     Gross  profit margin declined slightly to 44.4% for Q3  FY05
as compared to 45.8% a year earlier. Most of this decline was due
to delayed revenues from one of the Company's major customers.

     Research and development ("R&D") expenses declined  to  4.4%
of  revenues compared to 5.3% last year.  This was largely due to
a temporary reduction in headcounts.

     Selling, general and administrative ("SG&A") expenses  as  a
percent of revenues increased to 23.4% from 21.3% the same period
last  year. Most of the increase was due to increased audit  fees
and fees to become ISO9001:2000 certified.

     Net  income  for  Q3 FY05 was $143,971, or $.03  per  share,
basic  and  diluted, as compared to $345,220, or $.08 per  share,
basic and diluted, in Q3 FY04.  Net income was adversely affected
by  the  decision to make a one-time increase of $240,000 in  its
overall tax provision accruals due largely to a reconciliation of
its tax filings related to tax credits from export sales.


Nine Months ended December 31, 2004
-----------------------------------

     Operating  revenues for the nine months ended  December  31,
2004  were  $10,343,458  as  compared to  operating  revenues  of
$9,877,106  for the comparable period last year, an  increase  of
$466,352   or  4.7%.  Significant  increases  of  26%  from   our
commercial business were mostly offset by a 4% decrease from  our
defense  business. Revenue mix for Defense and  Commercial  as  a
percentage  of  total  revenues  this  year  were  65%  and  35%,
respectively,  as  compared to 71% and  29%,  respectively,  last
year.

     Foreign  revenues increased $511,532 over  the  same
period  last year. As a percentage of total revenues it accounted
for  14%  this  period compared to 10% for the same  period  last
year.

     Gross  profit margin for the nine months ended December  31,
2004 was flat at 43.8% compared to 43.6% for the same period last
year.

     R&D  expenses decreased slightly to 5.4% of revenues in  the
nine  months ended December 31, 2004 compared to 5.5% of revenues
in the same period last year.

     SG&A expenses as a percent of revenues were flat at 23.3% in
the  nine months ended December 31, 2004 as compared to 23.3% for
the same period last year.

     Net  income for the nine months ended December 31, 2004  was
$798,319,  or $.18 per share, basic and diluted, as  compared  to
$1,030,405, or $.23 per share, basic and diluted during the  same
period last year. The profits were significantly impacted by  the
increase  in the effective tax rate this year due to the  absence
of  carryover  credits  that ended last year.   In  addition, net
income  was adversely affected by a one-time increase of $240,000
in  its  overall  tax  provision  accruals   due  largely   to  a
reconciliation  of  its tax filings related  to  tax credits from
export sales.

      Operating income before taxes increased $191,678  or  13.6%
compared to the same period last year.


Financial Condition
-------------------

     The  Company's  working  capital at December  31,  2004  was
$7,968,223  as  compared to $6,751,746 at March  31,  2004.   The
Company's  current ratio was approximately 5.7 to 1  at  December
31, 2004 as compared to 4.3 to 1 at March 31, 2004.

     Net  cash  of $282,171 was provided by operating  activities
during  the  nine months ended December 31, 2004 as  compared  to
$1,113,963  that was provided by operating activities during  the
year  earlier  period.   This  was  primarily  due  to  increased
inventories in support of shipments delayed to future quarters.

     Net  cash  used  in  investing activities  was  $463,594  as
compared  to $609,542 provided by during the prior period.   This
was due to the purchase of new equipment. In 2003 we sold 892,641
in  marketable securities to offset the purchase of new equipment.
Net cash provided by financing activities was $312,817 compared to
cash used of $1,500,987 during the year earlier period.  This was
largely  due  to  proceeds from the line of credit  as  described
below  and from proceeds from stock options. As a result of these
activities, the Company's cash position increased $131,394 during
the current nine months as compared to an increase of $222,518 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.   As  of  December
2004,  the  company is in compliance with all of these covenants.
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.   As  of
December  31,  2004,  the Company has drawn  $250,000  from  this
available credit to support capital expenditures.

     The Company believes that cash and cash equivalents on hand,
anticipated future cash receipts, and borrowings available  under
its line of credit will be sufficient to meet its obligations  as
they  become due for the next twelve months.  However, a decrease
in  sales  or  demand for products would likely adversely  affect
working  capital  amounts.   As part of  the  Company's  business
strategy,  it  occasionally evaluates potential  acquisitions  of
businesses, products and technologies.  Accordingly, a portion of
the 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 it to seek additional debt or equity financing.
There  are  no  assurances  that the  Company  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, 2004.


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 21,  2004, the  Company held its Annual Meeting
of  Shareholders (the "Meeting").  At the Meeting, the  Company's
shareholders  voted  on  the  election  of  four  directors.  The
shareholders  voted  for  the election of  David  Robbins,  David
Siegel,  Emanuel Kramer and Gerald Hattori to serve as  Directors
of  the Company until the next annual meeting of shareholders and
until their successors are duly elected and qualify.
<TABLE> <CAPTION>
      At the Meeting, the Company's shareholders also voted on  a
proposal to ratify the appointment of Goldstein Golub Kessler LLP
as  the  Company's independent auditors for the Company's  fiscal
year  ending March 31, 2005. The following table sets  forth  the
results of such votes:

     Proposal               Affirmative Votes     Negative Votes
     --------               -----------------     --------------
     <S>                         <C>                     <C>
1.   Ratification of the
     appointment of Goldstein
     Golub Kessler LLP as the
     Company's independent
     auditors for the company's
     fiscal year ending March
     31, 2005                     4,099,571               3,881
</TABLE>



                   PART II.  OTHER INFORMATION

<TABLE> <CAPTION>

      Small Business Issuer Purchases of Equity Securities



----------------------------------------------------------------

Period           (a) Total      (b) Average  (c) Total   (d) Maximum
                     number         price paid   Number      Number
                     of shares      per share    of shares   (or app-
                     (or units)     (or unit)    (or units)  roximate
                     purchased                   purchased   dollar
                                                 as part of  value) of
                                                 publicly    shares (or
                                                 announced   units)
                                                 plans or    that may
                                                 programs    yet be
                                                             purchased
                                                             under the
                                                             plans or
                                                             programs
------------------------------------------------------------------------
<S>                   <C>           <C>         <C>           <C>

October 1, to
October 31, 2004       0            0            0             0


November 1, to
November 30, 2004      0            0            0             0


December 1 to
December 31, 2004      0            0            0             0


    Total              0            0            0             0


-----------------------------------------------------------------------
</TABLE>





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

          (a)  Exhibits.
               --------

     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.

      The registrant did not file any Current Reports on
Form  8-K  during its fiscal quarter ended December 31, 2004.


                           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:  February 14, 2005          By:/s/David Robbins
                                      --------------------------
                                      David Robbins,
                                      President (Principal
                                      Executive Officer)