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 June 30, 2003

                               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.

4,482,766 shares of common stock, par value $.01 per share as of
June 30, 2003.



                       MICRONETICS, INC.


                             INDEX

                                                        Page No.
                                                        --------

Part I.  Financial Information:


     Item 1.   Financial Statements.


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


               Consolidated Condensed Statements
               of Operations - Three Months Ended
               June 30, 2003 and June 30, 2002                5


               Consolidated Condensed Statement             6-7
               of Cash Flows - Three Months Ended
               June 30, 2003 and June 30, 2002


               Notes to Consolidated Condensed                8
               Financial Statements


     Item 2.   Management's Discussion and Analysis
               or Plan of Operation.                       9-10


     Item 3.   Controls and Procedures                       11


Part II.  Other Information:


     Item 6.   Exhibits and Reports on Form 8-K.             12


Signature                                                    13


Certifications                                               14




                 PART I. FINANCIAL INFORMATION


Item 1.  Financial Statements.

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


                                        June 30,       March 31,
                                          2003            2003
                                       ----------      ----------
<S>                                   <C>             <C>

CURRENT ASSETS:
 Cash                                 $ 2,367,586     $ 2,629,212

Trade accounts receivable
 (net of allowance for
  doubtful accounts)                    1,779,859       1,870,442

Inventories (note 2)                    3,626,484       3,456,739

Prepaid expenses                          206,394         114,076

Other current assets                        1,079           2,241
                                       ----------      ----------
TOTAL CURRENT ASSETS                    7,981,402       8,072,710
                                       ----------      ----------
FIXED ASSETS

Land                                      162,000         162,000
Building & improvements                 1,442,415       1,428,775
Furniture, fixtures, and
 equipment                              4,564,863       4,432,203
Capitalized leases                        579,130         579,130
                                       ----------      ----------
 Gross fixed assets                     6,748,408       6,602,108
 Accumulated depreciation               3,733,750       3,645,892
                                       ----------      ----------
TOTAL (NET) FIXED ASSETS                3,014,658       2,956,216

OTHER ASSETS

Deposits                                    5,335             484
Goodwill                                1,117,197       1,117,197
                                       ----------      ----------
TOTAL OTHER ASSETS                      1,122,532       1,117,681
                                       ----------      ----------
TOTAL ASSETS                          $12,118,592     $12,146,607
                                       ==========      ==========


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

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



                                       June 30,        March 31,
                                         2003            2003
                                      ----------       ----------
<S>                                   <C>              <C>
CURRENT LIABILITIES:

 Short-term loans and capitalized
  leases                              $  325,440       $  330,838

 Accounts payable                        401,320          345,244

 Accrued expenses and taxes, other
  than income taxes                      677,117          675,945

 Income taxes payable                     39,898          150,929
                                      ----------       ----------
TOTAL CURRENT LIABILITIES              1,443,775        1,502,956
                                      ----------       ----------
NONCURRENT LIABILITIES

 Notes payable                         1,127,308        1,489,284

 Capitalized lease obligations            57,122           70,392
                                      ----------       ----------
TOTAL NONCURRENT LIABILITIES           1,184,430        1,559,676
                                      ----------       ----------
TOTAL LIABILITIES                      2,628,205        3,062,632
                                      ----------       ----------
SHAREHOLDERS' EQUITY:

 Common stock                             44,834           44,340
 Additional paid - in capital          4,587,516        4,493,435
 Retained earnings                     4,860,931        4,546,200
 Less: Treasury stock at cost,
 360 shares at June 30, 2003
 and 0 shares at March 31, 2003           (2,894)               -
                                      ----------       ----------
TOTAL SHAREHOLDERS' EQUITY             9,490,387        9,083,975
                                      ----------       ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                 $12,118,592      $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 June 30,
                                        2003            2002
                                      ----------     ----------

<S>                                   <C>            <C>
Operating revenues                    $3,025,895     $2,341,649

Cost of operations                     1,762,255      1,277,906
                                       ---------      ---------
Gross profit                           1,263,640      1,063,743

Selling, general and
 administrative expenses                 701,823        598,450

Research & development expense           193,955        154,882
                                       ---------      ---------
Operating income                         367,862        310,411

Other income (expense):
 Interest income                          15,839         11,158
 Interest (expense)                      (22,612)       (30,856)
 Other income (expense)                    9,183          6,123
                                       ---------      ---------
        Total other income (expense)       2,410        (13,575)
                                       ---------      ---------
Income before provision
 for income taxes                        370,272        296,836

Provision for income taxes                55,541         29,684
                                       ---------      ---------
Net income                               314,731        267,152
                                       =========      =========
Net income per share                  $     0.07     $     0.06
                                       =========      =========
Diluted weighted average number
 of shares outstanding                 4,505,380      4,450,282
                                       =========      =========



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


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


                                      Three Months Ended June 30,
                                           2003        2002
                                         --------    --------
<S>                                      <C>         <C>
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS:

Cash flows from operating
 activities:

Net income                                314,731    $267,152

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

Depreciation and amortization              87,857      81,430

Changes in assets and liabilities:
 (Increase) decrease in accounts
  receivable, inventories, prepaid
  expenses and other current assets      (170,318)   (112,390)

(Increase) decrease in security
 deposits and other assets                 (4,851)          -

(Decrease) increase in accounts
 payable, accrued liabilities,
 notes payable and other current
 liabilities                              (59,181)   (160,634)
                                          -------     -------
Net cash provided
 by operating activities                  168,238    $ 75,558
                                          -------     -------


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



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




                                    Three Months Ended June 30,
                                       2003            2002
                                     ---------      ----------
<S>                                <C>             <C>
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS:

Cash flows from investing
 activities:
  (Additions) to fixed assets       $ (146,300)     $ (149,162)
                                     ---------       ---------
Net cash provided by (used for)
 investing activities               $ (146,300)     $ (149,162)
                                     ---------       ---------
Cash flows from financing
 activities:
  (Repayments) increase of debt
    and capitalized leases            (375,245)        (73,642)
 Proceeds from stock options
   exercised                            94,575          62,265
 Purchase of treasury stock             (2,894)        (35,656)
                                     ---------       ---------
Net cash provided by (used for)
 financing activities               $ (283,564)     $  (47,033)
                                     ---------       ---------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                $ (261,626)     $ (120,637)

Cash and cash equivalents, at
 beginning of year                   2,629,212       2,500,414
                                     ---------       ---------
CASH AND CASH EQUIVALENTS, AT
END OF QUARTER                      $2,367,586      $2,379,777
                                     =========       =========

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



               MICRONETICS, INC. AND SUBSIDIARIES

      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


Note 1.   In   the   opinion   of  the   Company,   the
          accompanying   unaudited  consolidated   con-
          densed   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,  2003  and  2002,  the  results  of
          operations for the three month periods  ended
          June 30, 2003 and 2002 and cash flows for the
          three  month periods ended June 30, 2003  and
          2002.

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

          The results of operations for the three month
          period   ended   June  30,   2003   are   not
          necessarily indicative of the results of  the
          full year.

<TABLE> <CAPTION>
Note 2.   Inventories are summarized below:


                                  June 30, 2003   March 31, 2003
                                  -------------   --------------
<S>                                 <C>             <C>
Raw materials and
 work-in-process                    $3,238,538      $2,795,616
Finished goods                         496,295         718,914
                                     ---------       ---------
                                    $ (108,349)     $  (57,791)
Less: allowance for obsolescence     ---------       ---------

                   Total            $3,626,484      $3,456,739
                                     =========       =========
</TABLE>



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


Results of Operations


Operating  revenues for Q1 FY04 were $3,025,895  as  compared  to
operating  revenues  of $2,341,649 for Q1 FY03,  an  increase  of
$684,246  or 29.2%.  A decrease of $104,750 in our Test Solutions
Group was offset by increased revenues of $727,175 in our Defense
Electronics Group.  17% of this increase was due to the inclusion
of  revenues  from our recent acquisition of Microwave  Concepts,
Inc.  ("MicroCon").  Total revenues for Q1 FY04 without inclusion
of  revenues  from MicroCon would have been $2,900,575  or  23.8%
higher  than the same quarter last year.  Revenues for  the  Test
Solutions  Group  declined primarily due to  soft  sales  in  the
telecommunications industry.  Revenues for the VCO Products Group
were up 52.2% over Q1 of FY03.

Gross  profit  margin  company-wide was  41.8%  for  Q1  FY04  as
compared  to  45.4%  for Q1 FY03.  Gross  profit  margin  in  the
Defense  Electronics Group during the quarter decreased to  40.4%
from  46.3% last year.  Gross profit margin in the Test Solutions
Group  increased  to  33.7%  from  31%  last  year  due  to  cost
reductions  due to product mix.  Gross profit margin in  the  VCO
Products  Group decreased to 43.3% from 45.5% last  year  due  to
establishing   inventory   reserves   due   to   some   inventory
obsolescence.

Research  and development ("R&D") expenses declined  to  6.4%  of
revenues  in  Q1 FY04 compared to 6.6% of revenues  in  the  same
quarter last year.  R&D expenses in the Defense Electronics Group
were  up  $46,118 during the quarter compared to $89,225 for  the
same  quarter last year due to the addition of MicroCon and other
new  product  development activities.  R&D expenses in  the  Test
Solutions Group decreased $26,165 or 66% compared to $39,839  for
the  same  period  last year.  R&D expenses in the  VCO  Products
Group  were  up $9,661 or 73% compared to $13,149  for  the  same
period last year due to increased development activities.

Selling,  general  and  administrative  ("SG&A")  expenses  as  a
percent of revenues were 23.2% for the current period as compared
to  25.6%  of  revenues in the corresponding  period  last  year.
These  expenses grew 17% compared to the same period  last  year.
The majority of this growth came from the addition of MicroCon to
our   Defense   Electronics  Group.   Expenses  in  the   Defense
Electronics Group for Q1 FY04 were up $85,259 or 21% compared  to
the  same quarter last year.  SG&A expenses in the Test Solutions
Group  increased $10,064 or 12% compared to the same period  last
year.   SG&A expenses in the VCO Products Group decreased  $4,616
or  7% compared to the same period last year due to reductions in
marketing expense during the quarter.

Net  income for Q1 FY04 was $314,731, or $.07 per share, compared
to  $267,152,  or $.06 per share during Q1 FY03.   Most  of  this
increase  was  due  to  operating income growth  in  the  Defense
Electronics  and  VCO Products Groups, offset by lower  operating
income from the Test Solutions Group.


Financial Condition

The Company's working capital at June 30, 2003 was $6,537,627, as
compared  to $6,569,754, the working capital at March  31,  2003.
The  Company's current ratio was approximately 5.5 to 1  at  June
30, 2003; it was approximately 5.4 to 1 at March 31, 2003.

Net  cash of $168,238 was provided by operating activities during
the  three months ended June 30, 2003 as compared to $75,558 that
was  provided  by  operating activities during the  year  earlier
period.   This  was primarily due to increased profit,  increased
inventory  and  increased reduction of payables  in  the  current
period.   Net cash used by investing activities during the  three
months  ended June 30, 2003 was $146,300 as compared to  $149,162
during the year earlier period.  This was due to the purchase  of
new  equipment  during  the  both  periods.   Net  cash  used  by
financing activities during the three months ended June 30,  2003
was  $283,564  as  compared to $47,033 during  the  year  earlier
period.  This was largely due to increased debt reduction  during
the  current  period.   As  a  result of  these  activities,  the
Company's  cash  position decreased $261,626 during  the  current
three  months as compared to a decrease of $120,637 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.   As of June 30, 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/A 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.

     (b)  Reports on Form 8-K.


      On June 12, 2003, the registrant filed a Current Report  on
Form  8-K  to disclose the issuance of a press release announcing
its  results  of operations for its fiscal year ended  March  31,
2003.

                           SIGNATURE



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



                                   MICRONETICS, INC.
                                   (Registrant)



Dated:  July 28, 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 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
am 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: July 28, 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
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 am
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: July 28, 2003


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