UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC 20549

                         FORM 10-QSB/A
                       (Amendment No. 2)


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

For the quarterly period ended June 30, 2002
                               -------------

                                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)

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities and Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes  [X]    No [ ]

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practical date.

4,361,539 shares of common stock, par value $.01 per share as
of July 22, 2002.


                      MICRONETICS, INC.


                             INDEX


                                                        Page No.
                                                        --------


Part I.  Financial Information:

     Item 1.   Financial Statements.

               Consolidated Condensed Balance
               Sheets - June 30, 2002 and March             3-4
               31, 2002

               Consolidated Condensed Statements
               of Operations - Three Months Ended
               June 30, 2002 and June 30, 2001                5

               Consolidated Condensed Statement             6-7
               of Cash Flows - Three Months Ended
               June 30, 2002 and June 30, 2001

               Notes to Consolidated Condensed             8-12
               Financial Statements

     Item 2.   Management's Discussion and Analysis
               or Plan of Operation.                      12-14

     Item 3.   Controls and Procedures                       15


Part II.  Other Information:

     Item 6.   Exhibits and Reports on Form 8-K.             11

Signature                                                    17






                  PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements.

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


                                        June 30,       March 31,
                                          2002            2002
                                       ----------      ----------
<S>                                   <C>             <C>
CURRENT ASSETS:
 Cash and cash equivalents            $ 2,379,777     $ 2,500,414

Accounts receivable
 (net of allowance for
  doubtful accounts)                    1,703,501       1,579,395

Inventories                             3,174,275       3,078,221

Prepaid expenses                           26,287          88,202

Other current assets                      118,605         164,460
                                       ----------      ----------

TOTAL CURRENT ASSETS                    7,402,445       7,410,692
                                       ----------      ----------

PROPERTY AND EQUIPMENT

Land                                      162,000         162,000
Building & improvements                   975,286         975,286
Furniture, fixtures, and
 equipment                              3,900,737       3,751,574
Capitalized leases                        603,515         603,516
                                       ----------      ----------

                                        5,641,538       5,492,376

Less: Accumulated depreciation          3,382,924       3,301,494
                                       ----------      ----------

TOTAL PROPERTY AND EQUIPMENT            2,258,614       2,190,882

OTHER ASSETS

Security Deposits                           1,460           1,460
Goodwill                                1,117,197       1,117,197
                                       ----------      ----------

TOTAL OTHER ASSETS                      1,118,657       1,118,657
                                       ----------      ----------

TOTAL ASSETS                          $10,779,716     $10,720,232
                                       ==========      ==========

</TABLE>

See accompanying notes to consolidated condensed financial statements.



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




                                     June 30,        March 31,
                                       2002            2002
                                    ---------       -----------
<S>                                  <C>             <C>

CURRENT LIABILITIES:

 Short-term loans and capitalized
  leases                             $   331,043     $   332,542

 Accounts payable                        246,328         507,534

 Accrued expenses and taxes, other
  than income taxes                      573,871         477,234

 Income taxes payable                     30,876          25,442
                                      ----------      ----------

TOTAL CURRENT LIABILITIES              1,182,118       1,342,752
                                      ----------      ----------

NONCURRENT LIABILITIES:

 Notes payable                         1,448,603       1,507,291

 Capitalized lease obligations           102,564         117,520
                                      ----------      ----------

TOTAL NONCURRENT LIABILITIES           1,551,167       1,624,811
                                      ----------      ----------

TOTAL LIABILITIES                      2,733,285       2,967,563
                                      ----------      ----------

SHAREHOLDERS' EQUITY:

 Common stock                             43,564          43,385
 Additional paid - in capital          4,517,583       4,455,497
 Retained earnings                     3,624,303       3,357,150
 Less: Treasury stock at cost,
 42,700 shares at June 30, 2002
 and 30,400 shares at March 31,
 2002                                   (139,019)       (103,363)
                                      ----------      ----------

TOTAL SHAREHOLDERS' EQUITY             8,046,431       7,752,669
                                      ----------      ----------

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                 $10,779,716     $10,720,232
                                      ==========      ==========

</TABLE>

See accompanying notes to consolidated condensed financial statements.



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



                                     Three Months Ended June 30,
                                        2002            2001
                                     -----------   --------------
<S>                                  <C>             <C>

Net sales                            $2,341,649      $1,784,025

Cost of sales                         1,277,906       1,013,700
                                      ---------       ---------

Gross profit                          1,063,743         770,325

Selling, general and
 administrative expenses                598,450         502,837

Research & development expenses         154,882          94,468
                                      ---------        --------

Income from operations                  310,411         173,020

Other income (expense):
 Interest income                         11,158           8,880
 Interest expense                       (30,856)        (15,874)
 Other income (expense)                   6,123             841
                                       --------        --------

        Total other income (expense)    (13,575)         (6,153)
                                       --------        --------

Income before provision
 for income taxes                       296,836         166,867

Provision for income taxes               29,684          29,202
                                       --------        --------

Net income                           $  267,152      $  137,665
                                       ========        ========

Net income per share                 $     0.06      $     0.03
                                       ========        ========

Diluted weighted average number
 of shares outstanding                4,450,282       4,216,739
                                      =========       =========


</TABLE>

See accompanying notes to consolidated condensed financial statements.



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





                                        Three Months Ended June 30,
                                          2002              2001
                                       ---------        -----------
<S>                                     <C>               <C>
Cash flows from operating
 activities:

Net income                              $267,152          $137,665

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

Depreciation and amortization             81,430            55,493

Changes in assets and liabilities:
 (Increase) decrease in accounts
  receivable, inventories, prepaid
  expenses and other current assets     (112,390)          (15,188)

(Increase) decrease in security
 deposits and other assets                     -             3,019

(Decrease) increase in accounts
 payable, accrued liabilities,
 notes payable and other current
 liabilities                            (160,634)          (17,922)
                                        --------           -------

Net cash provided
 by operating activities               $  75,558         $ 163,067
                                        --------           -------

</TABLE>

See accompanying notes to consolidated condensed financial statements.


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



                                   Three Months Ended June 30,
                                      2002             2001
                                  -----------      ----------
<S>                                <C>              <C>
Cash flows from investing
 activities:
  Purchase of property and
   equipment                       $ (149,162)      $  (59,397)
                                    ---------        ---------

Net cash (used for)
 investing activities              $ (149,162)      $  (59,397)
                                    ---------        ---------

Cash flows from financing
 activities:
  Repayments of debt and
   capitalized leases                 (73,642)         (25,464)
 Proceeds from stock options
   exercised                           62,265                -
 Purchase of treasury stock           (35,656)           1,511
                                     --------         --------
Net cash (used for)
 financing activities              $  (47,033)      $  (23,953)
                                     --------         --------

NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS               $ (120,637)      $   79,717

Cash and cash equivalents,
 beginning of year                  2,500,414        1,573,081
                                    ---------        ---------

CASH AND CASH EQUIVALENTS,
END OF QUARTER                     $2,379,777       $1,652,798
                                    =========        =========


</TABLE>

See accompanying notes to consolidated condensed financial statements.



                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 June 30, 2002 and 2001, the results of
operations for the three month periods ended June 30, 2002 and 2001
and cash flows for the three month periods ended June 30, 2002 and
2001.

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, 2002.

The results of operations for the three month period ended June 30,
2002 are not necessarily indicative of the results of the full
year.


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. and
Enon Microwave, 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 two wholly-owned subsidiaries, Microwave &
Video Systems, Inc. and Enon Microwave, 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.


           MICRONETICS, INC. AND SUBSIDIARIES


Note 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(d) Depreciation and Amortization:

Fixed assets are reflected at cost.

Depreciation of fixed assets are 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 over a
maximum of 40 years.  See Note 4 to Notes to Consolidated Condensed
Financial Statements.

(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 quarter ended June 30, 2002
and 2001 were approximately $154,882 and $94,468, respectively.

(h) Net Income Per Share:

Primary 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) Statement of Cash Flows:

For purposes of the statement of cash flows, the Company considers
all highly liquid investments purchased with an original maturity
of three months or less to be cash equivalents.

                MICRONETICS, INC. AND SUBSIDIARIES


Note 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(j) 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.

(k) Vulnerability Due to Certain Concentrations:

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

(l) 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 is 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

                MICRONETICS, INC. AND SUBSIDIARIES

Note 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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' 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.   Inventories are summarized below:

                                  June 30, 2002   March 31, 2002
                                  -------------   --------------
Raw materials and
 work-in-process                    $2,876,051      $2,714,953
Finished goods                         392,917         492,961
                                     ---------       ---------

                                    3,268,968       3,207,914

Less: allowance for obsolescence      (94,693)       (129,693)
                                    ---------       ---------

                  Total            $3,174,275      $3,078,221
                                    =========       =========

Note. 4.  IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In July 2001, the FASB issued Statement No. 141, Business
Combinations, and Statement No. 142, Goodwill and Other Intangible
Assets.  Statement No. 141 requires that the purchase method of
accounting be used for all business combinations initiated after
June 30, 2001 as well as all purchase method business combinations
completed after June 30, 2001.  Statement No. 141 also specifies
criteria intangible assets acquired in a purchase method business
combination must meet to be recognized and reported apart from
goodwill.  Statement No. 142 requires that goodwill and intangible
assets with indefinite useful lives no longer be amortized, but
instead be tested for impairment at least annually in accordance
with the provisions of Statement No. 142.  Statement No. 142 also
requires that intangible assets with definite useful lives be
amortized over their respective estimated useful lives, and
reviewed for impairment in accordance with SFAS No. 121.
Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of.  The Company adopted the provisions
of Statement No. 141 as of July 1, 2001.  The adoption of Statement
No. 141 did not have a material impact on the Company's financial
position or results of operations.  The Company will adopt the
provisions of Statement No. 142 effective April 1, 2002.

In connection with the adoption of SFAS 142, Micronetics is
required to assess goodwill for impairment within six months of
adoption, and will complete its assessment on or before the second
quarter of Fiscal 2003.  An annual impairment test will be
performed in the fourth quarter of each fiscal year and any future
impairment of goodwill will be charged to operations.


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

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

Net revenues for Q1 FY03 were $2,341,649 as compared to net
revenues of $1,784,025 for Q1 FY01, an increase of $557,624 or 31%.
Decreases of $195,000 in our Test Solutions Group and $47,000 in
our VCO Products Group were largely offset by increased revenues of
$799,000 in our Defense Electronics Group.  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 Enon
Microwave, Inc. ("Enon").  Total revenues for Q1 FY03 without
inclusion of revenues from Enon would have been slightly higher
than the same quarter last year.  Revenues for the Test Solutions
Group and the VCO Products Group declined primarily due to soft
sales in the telecommunications industry.

FY03 Q1 gross profit margin increased to 45.4% from 43.2%. Overall
margins continue to improve from our ongoing focus to maintain cost
of materials and labor in support of increased revenues.  Gross
profit margin in the Defense Electronics Group during the quarter
increased to 46% from 38% in the same quarter last year.  Gross
profit margin in the Test Solutions Group decreased to 43% from 51%
the same period last year due to soft sales in the
telecommunications industry and product mix.  Gross profit margin
in the VCO Products Group increased to 45% from 43% due to the
impact of more careful controls and product mix.

Research and development ("R&D") expenses increased to 6.6% of net
revenues in Q1 FY03 compared to 5.3% of net revenues in the same
quarter last year.  This was due largely to new product development
activities in our Defense Electronics Group, a large portion of
which came from the addition of Enon this year.  R&D expenses in
the Defense Electronics Group were up $81,000 or 1,013% during the
quarter compared to $8,000 for the same quarter last year due to
addition of Enon and other new product development activities.  R&D
expenses in the Test Solutions Group decreased $8,000 or 13%
compared to $61,000 for the same period last year due to lower
investment in new product development activities.  R&D expenses in
the VCO Products Group were down $12,000 or 48% compared to $25,000
for the same period last year due to reduced development
activities.

Selling, general and administrative ("SG&A") expenses as a percent
of net revenues decreased to 25.6% compared to 28.2% for the same
period last year.  These expenses grew 19% compared to the same
period last year.  The majority of this growth came from the
addition of Enon to our Defense Electronics Group.  The Company
also added a Sales Manager in the Defense Electronics Group.
Expenses in the Defense Electronics Group for Q1 of FY03 were up
$205,000 or 103% during Q1 of FY03 compared to the same quarter
last year.  SG&A expenses in the Test Solutions Group decreased
$82,000 or 40% compared to the same period last year due to
reductions as a result of lower sales.  SG&A expenses in the VCO
Products Group were down $28,000 or 29% compared to the same period
last year due to reductions in labor costs as a result of lower
sales in Q1 of FY03.

Net income for Q1 of FY03 was $267,152, or $.06 per share, compared
to $137,665, or $.03 per share during Q1 of FY02.  Most of this
increase was due to the growth in our Defense Electronics Group
offset slightly with lower operating income from our other Groups.


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

The Company's working capital at June 30, 2002 was $6,230,706, an
increase of $152,387 from $6,067,940, the working capital at March
31, 2002.  The Company's current ratio was approximately 6.30 to
1.0 at June 30, 2002; it was approximately 5.55 to 1.0 at March 31,
2002.

Net cash of $75,558 was provided by operating activities during the
three months ended June 30, 2002 as compared to $163,067 that was
provided by operating activities during the year earlier period.
This was primarily due to net income offset by increased inventory
and greater reduction of payables in the current period.  Net cash
used by investing activities during the three months ended June 30,
2002 was $149,162 as compared to $59,397 during the year earlier
period.  This was due to the purchase of new equipment during the
current period.  Net cash used by financing activities during the
three months ended June 30, 2002 was $47,033 as compared to $23,953
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 decreased $120,637 during the current three months as
compared to an increase of $79,717 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 March 31, 2002, 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, 2002.


Item 3.   Controls and Procedures.


Within the 90 days prior to the date of this report, the
Company carried out an evaluation, under the supervision and with
the participation of the Company's management, including the
Company's Chief Executive Officer and Chief Financial Officer, of
the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule
13a-14.  Based upon the evaluation, the Chief Executive Officer and
Chief 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 of
their evaluation.



                     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.

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

     99.2      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.

     During the quarter ended June 30, 2002, the registrant did not
file any reports on Form 8-K.




                       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 18, 2003           By:/s/Richard S. Kalin
                                      --------------------
                                      Richard S. Kalin,
                                      President (Principal
                                      Executive Officer)





                    CERTIFICATION PURSUANT TO
           SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002




     I, Richard S. Kalin, certify that:

          1.   I have reviewed this quarterly report on Form 10-QSB/A
of Micronetics, Inc.;

          2.   Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;

          3.   Based on my knowledge, the financial statements, and
other financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;

          4.   The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:

               (a)  designed such disclosure controls and procedures
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
quarterly report is being prepared;

               (b)  evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days prior
to the filling date of this quarterly report (the "Evaluation Date");
and

               (c)  presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date.

          5.   The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

               (a)  all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and

               (b)  any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls.

          6.   The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: February 18, 2003
                               /s/Richard S. Kalin
                               ---------------------------
                               Name:  Richard S. Kalin
                               Title: Chief Executive Officer
                                      (Principal Executive Officer)



            CERTIFICATION PURSUANT TO
          SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



     I, Dennis Dow, certify that:

          1.   I have reviewed this quarterly report on Form 10-QSB/A
of Micronetics, Inc.;

          2.   Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;

          3.   Based on my knowledge, the financial statements, and
other financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;

          4.   The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:

               (a)  designed such disclosure controls and procedures
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which
this quarterly report is being prepared;

               (b)  evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days prior
to the filling date of this quarterly report (the "Evaluation Date");
and

               (c)  presented in this quarterly report our
conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date.

          5.   The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

               (a)  all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and

               (b)  any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls.

          6.   The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: February 18, 2003


                               /s/Dennis Dow
                               ------------------------
                               Name:  Dennis Dow
                               Title: Vice President-Finance
                                      (Principal Financial Officer)