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 September 30, 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 October 29, 2004, the issuer had 4,405,956 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) - September 30, 2004
               and March 31, 2004                           3-4

               Consolidated Condensed Statements
               of Income(unaudited) - Three and Six Months
               Ended September 30, 2004 and September 30,
               2003                                         5-6

               Consolidated Condensed Statements
               of Cash Flows (unaudited) - Six Months
               Ended September 30, 2004 and September 30,
               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


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



                                      September 30,    March 31,
                                           2004           2004
                                      -------------    ---------
                                        (unaudited)

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

  Cash and cash equivalents             $ 2,070,162   $ 2,147,836

  Marketable securities                     557,121       551,935

  Accounts receivable, net of
   allowance for doubtful accounts of
   $111,587 and $79,384, respectively     2,022,840     2,379,717

  Inventories                             4,196,869     3,576,027

  Prepaid expenses                          168,590       116,531

  Deferred tax asset                              -         3,994

  Prepaid income taxes                      538,951             -

  Other current assets                          287        26,575
                                         ----------    ----------

     Total current assets                 9,554,820     8,802,615
                                         ----------    ----------

Property, Plant and Equipment - net       3,133,268     3,038,506

Other assets:

 Security deposits                            5,334         5,335

 Goodwill                                 1,117,197     1,117,197
                                         ----------    ----------

     Total other assets                   1,122,531     1,122,532
                                         ----------    ----------

                                        $13,810,619   $12,963,653
                                         ==========    ==========


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


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



                                    September 30,     March 31,
                                        2004             2004
                                    ------------      ---------
                                     (unaudited)

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S>                                   <C>            <C>
Current liabilities:

  Accounts payable                    $  319,402     $  538,141

  Accrued expenses                       819,208        951,921

  Deferred revenue                         1,000          2,000

  Income taxes payable                         -        204,280

  Deferred tax liability - current
    portion                                8,543              -

  Long-Term Debt - current portion       526,475        320,091

  Capital lease obligations -
    current portion                       14,878         34,436
                                       ---------      ---------

        Total current liabilities      1,689,506      2,050,869

Long-term debt - net of current
    portion                              793,112        891,452

 Capital lease obligations - net of
  current portion                          4,869         28,908

        Deferred tax liability           192,855        162,582
                                       ---------      ---------

                                       2,680,342      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;
  4,759,497 and 4,571,326 issued,
  respectively; 4,400,956 and
  4,251,326 outstanding, respectively     47,595         45,713

Additional paid in capital             5,898,468      4,927,249
Retained earnings                      6,711,228      6,056,880
                                      ----------     ----------

                                      12,657,291     11,029,842

Treasury stock, 358,541 and 320,000
 shares, at cost                      (1,527,014)    (1,200,000)
                                      ----------     ----------

Total shareholders' equity            11,130,277      9,829,842
                                      ----------     ----------

                                     $13,810,619    $12,963,653
                                      ==========     ==========


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


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



                                          Six months Ended
                                            September 30,
                                        2004            2003
                                     ----------      ----------
                                     (unaudited)     (unaudited)
<S>                                  <C>             <C>
Net sales                            $6,793,001      $6,354,755

Cost of sales                         3,839,786       3,666,635
                                      ---------       ---------
Gross profit                          2,953,215       2,688,120
                                      ---------       ---------
Operating expenses:
Selling, general and
 administrative                       1,574,739       1,555,997

Research & development                  404,444         361,330
                                      ---------       ---------
Total operating expenses              1,979,183       1,917,327
                                      ---------       ---------

Income from operations                  974,032         770,793
                                      ---------       ---------
Other (expenses) income:

 Interest income                          6,668          23,567
 Interest expense                       (32,752)        (40,975)
 Rental income                           27,894          33,077
 Miscellaneous income                    30,847          19,638
                                      ---------       ---------
        Total other income               32,657          35,307
                                      ---------       ---------
Income before provision
 for income taxes                     1,006,689         806,100

Provision for income taxes              352,341         120,915
                                      ---------       ---------
Net income                           $  654,348      $  685,185
                                      =========       =========
Earnings per common share:

     Basic                           $      .15      $      .15
                                      =========       =========

     Diluted                         $      .15      $      .15
                                      =========       =========

Weighted average common shares
 outstanding:

     Basic                            4,339,692       4,492,183

     Diluted                          4,418,120       4,599,730


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


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

                                         Three months Ended
                                            September 30,
                                         2004         2003
                                      ----------    ----------
                                      (unaudited)   (unaudited)
<S>                                   <C>           <C>
Net sales                             $3,413,670    $3,328,860

Cost of sales                          2,000,700     1,904,380
                                       ---------     ---------
Gross profit                           1,412,970     1,424,480
                                       ---------     ---------
Operating expenses:
Selling, general and
 administrative                          787,735       837,585

Research & development                   170,383       167,375
                                       ---------     ---------
Total operating expenses                 958,118     1,004,960
                                       ---------     ---------

Income from operations                   454,852       419,520
                                       ---------     ---------
Other (expenses) income:

 Interest income                           6,893         7,728
 Interest expense                        (17,418)      (18,363)
 Rental income                            13,947        16,488
 Miscellaneous income                     10,035        10,455
                                       ---------     ---------
        Total other income                13,457        16,308
                                       ---------     ---------
Income before provision
 for income taxes                        468,309       435,828

Provision for income taxes               163,908        65,374
                                       ---------     ---------
Net income                            $  304,401    $  370,454
                                       =========     =========
Earnings per common share:

     Basic                            $      .07    $      .08
                                       =========     =========

     Diluted                          $      .07    $      .08
                                       =========     =========
Weighted average common shares
 outstanding:

     Basic                             4,392,423     4,527,026

     Diluted                           4,451,353     4,694,079


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



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

                                  Six Months Ended September 30,
                                        2004            2003
                                     ---------        ---------
                                    (unaudited)      (unaudited)
<S>                                 <C>            <C>
Cash flows from operating
 activities:
Net income                          $  654,347     $    685,185

Adjustments to reconcile net
 income to net cash provided
 by (used in) operating activities:

Depreciation                           161,556          192,491

Bad debt expense                        32,202           24,751

Inventory reserve                        8,232          127,939

Net realized gain on marketable
  securities                            (5,186)               -

Deferred taxes                          42,810                -

Options issued for services              4,179                -

Common Stock issued for settlement      84,000                -

Tax benefit upon exercise of stock
 options                               337,579                -

Changes in operating assets and
 liabilities:

Accounts receivable                    324,675          (82,673)

Inventories                           (629,074)        (243,852)

Prepaid expenses, other current assets
 and other assets                      (25,773)        (174,789)

Prepaid income taxes                  (538,951)               -

Accounts payable                      (218,739)          32,844

Accrued expenses and deferred
  revenue                             (133,712)         107,934

Income taxes payable                  (204,280)         (53,657)
                                     ---------        ---------
Net cash (used in) provided
 by operating activities            $ (106,135)      $  616,173
                                     ---------        ---------


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

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



                                     Six Months Ended September 30,
                                            2004           2003
                                         ---------      ---------
                                        (unaudited)    (unaudited)
<S>                                      <C>           <C>
Cash flows from investing activities:
 Net proceeds from the sale of marketable
  securities                             $       -     $  542,179

  Purchase of equipment                   (256,318)      (292,505)
                                         ---------      ---------

Net cash (used in) provided by
investing activities                      (256,318)       249,674
                                         ---------      ---------
Cash flows from financing activities:

  Proceeds from line of credit             250,000              -

  Payment on mortgages payable            (141,956)      (427,667)

  Payment of capital lease obligations     (43,598)       (14,948)

  Net proceeds from exercise of stock
    options                                547,347        171,917

  Purchase of treasury shares             (327,014)             -
                                         ---------       --------
Net cash provided by (used in)
 financing activities                      284,779       (270,698)
                                         ---------       --------

Net change in cash and cash equivalents     77,674        595,149

Cash and cash equivalents at beginning of
 period                                  2,147,836      1,191,022
                                         ---------      ---------

Cash and cash equivalents at end of
  period                                $2,070,162     $1,786,171
                                         =========      =========

Supplemental disclosure of cash flow
 information:

  Cash paid during the period for:

      Interest                          $   32,752     $   81,890
                                         =========      =========

      Income taxes                      $  710,000     $  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
September 30, 2004, the results of operations for the three and
six month periods ended September 30, 2004 and 2003, and the cash
flows for the six month periods ended September 30, 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 six months
ended September 30, 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  September  30, 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
September  30,  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 -  Management  does  not
believe   that  any  recently  issued,  but  not  yet  effective,
accounting  standards if currently adopted would have a  material
effect 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
September  30, 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 September 30, 2004 and 2003 was  $2.79
and $0, respectively.


      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
                                              September 30,
                                          ---------------------
                                             2004        2003
                                          --------     --------


     Net income - as reported          $   304,400  $   370,454

     Deduct:    stock-based   employee
     compensation  expense  determined
     under  fair-value  based  method,
     net of income tax effect               42,865       49,425
                                          --------     --------

     Net income - pro forma            $   261,535  $   321,029
                                          ========     ========

     Basic  income  per  share  -   as
     reported                          $       .07  $       .08
                                          ========     ========

     Basic  income  per  share  -  pro
     forma                             $       .06  $       .07
                                          ========     ========

     Diluted  income per  share  -  as
     reported                          $       .07  $       .08
                                          ========     ========

     Diluted  income per share  -  pro
     forma                             $       .05  $       .07
                                          ========     ========




                                            Six Months Ended
                                              September 30,
                                          ---------------------
                                             2004        2003
                                          --------   ----------

     Net income - as reported          $   654,348  $   685,185

     Deduct:    stock-based   employee
     compensation  expense  determined
     under  fair-value  based  method,
     net of income tax effect               91,014       98,850
                                          --------   ----------

     Net income - pro forma            $   563,334  $   586,335
                                          ========   ==========

     Basic  income  per  share - as
     reported                          $       .15  $       .15
                                          ========   ==========

     Basic  income  per  share  -  pro
     forma                             $       .13  $       .13

                                          ========   ==========
     Diluted  income per  share  -  as
     reported                          $       .15  $       .15
                                          ========   ==========

     Diluted  income per share  -  pro
     forma                             $       .11  $       .13
                                          ========   ==========


Note 4.   INVENTORIES
          -----------

Inventories consist of the following:

                                     September 30,    March 31,
                                         2004           2004
                                     ------------    ---------
                                      (Unaudited)

       Raw materials and work-
        in-process              $      3,723,079  $   3,243,381

       Finished goods                    634,827        485,451
                                     -----------     ----------

                                       4,357,906      3,728,832
       Less: allowance for
        obsolescence                    (161,037)      (152,805)
                                     -----------     ----------

                                $      4,196,869  $   3,576,027
                                     ===========     ==========


Note 5.     LONG-TERM DEBT
            --------------

      During  the  three  months ended September  30,  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
November 30, 2004. This line bears interest at .5% above the bank
index of 4.75%, as of September 30, 2004.


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

      During the six months ended September 30, 2004, the Company
issued   a   total  of  188,171  shares  for  net   proceeds   of
approximately $547,347 upon the exercise of stock options granted
under the Company's various option plans.

      During the six months ended September 30, 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 September 30,
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 September 30, 2004
-------------------------------------

     Operating revenues for the Company's three  month period
ended September 30, 2004 ("Q2 FY05") were $3,413,670 as compared
to $3,328,860  for  the same quarter one year ago ("Q2 FY04"), an
increase of $84,810, or 2.5%.  The  increase  was   directly
attributable to the Company's commercial business, where revenues
increased by $323,823 or 39%, as compared to the same period last
year.  Revenues for the Company's defense business declined  9.5%
as  compared  to  Q2  FY04.  Overall revenues  were  impacted  by
customer-delayed shipments that are projected to resume over the
balance  of  this  fiscal  year.  Revenue  mix  for  defense  and
commercial  as a percentage of total revenues this  quarter  were
66%   and  34%,  respectively,  as  compared  to  75%  and   25%,
respectively, last year.

     Foreign  revenues increased approximately  $113,000  or  39%
over the same quarter last year. Foreign revenues as a percentage
of total revenues increased from 9% last year to 12% this year.

     Gross  Profit Margin declined slightly to 41.4% for Q2  FY05
as compared to 42.8% 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 were flat at 5% of
revenues compared to last year.  Total R&D increased $3,008 or 2%
as compared to Q2 FY04.

     Selling, general and administrative ("SG&A") expenses  as  a
percent of revenues decreased to 23.1% from 25.2% the same period
last  year.  Most of the decrease was due to a decrease in  payroll
expenses.

     Net  income  for  Q2 FY05 was $304,400, or $.07  per  share,
basic  and  diluted, as compared to $370,454, or $.08 per  share,
basic and diluted, in Q2 FY04.  This is a decrease of $66,054  or
18%  as compared to the same period last year. Pretax income  was
up  7.5%  over  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.


Six Months ended September 30, 2004
-----------------------------------

     Operating  revenues for the six months ended  September  30,
2004  were  $6,793,001  as  compared  to  operating  revenues  of
$6,354,755  for the comparable period last year, an  increase  of
$438,246   or  7%.  Significant  increases  of  66.5%  from   our
commercial  business were mostly offset by a 10.6% decrease  from
our defense business. Overall revenues were impacted by customer-
delayed  shipments that are projected to resume over the  balance
of this fiscal year. Revenue mix for Defense and Commercial as  a
percentage  of  total  revenues  this  year  were  65%  and  35%,
respectively,  as  compared to 77% and  23%,  respectively,  last
year.

     Foreign  revenues  increased 51% 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 six months ended September  30,
2004  was 43.5% compared to 42.3% for the same period last  year.
The increase was due to product mix.

     R&D expenses increased slightly to 6% of revenues in the six
months  ended September 30, 2004 compared to 5.7% of revenues  in
the same period last year.

     SG&A expenses as a percent of revenues decreased to 23.2% in
the  six months ended September 30, 2004 as compared to 24.5% for
the  same  period  last year. Most of the  decrease  was  due  to
a decrease in  payroll expenses.

     Net  income for the six months ended September 30, 2004  was
$654,347,  or $.15 per share, basic and diluted, as  compared  to
$685,185,  or $.15 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.  Operating  income
before  taxes increased $200,588 or 24.9% compared  to  the  same
period last year.


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

     The  Company's  working capital at September  30,  2004  was
$7,865,314  as  compared to $6,751,746 at March  31,  2004.   The
Company's  current ratio was approximately 5.7 to 1 at  September
30, 2004 as compared to 4.3 to 1 at March 31, 2004.

     Net cash of $106,135 was used by operating activities during
the  six  months ended September 30, 2004 as compared to $616,173
that was provided by operating activities during the year earlier
period.   This  was  primarily due to  increased  inventories  in
support  of  shipments  delayed to  Q3  and  Q4  this  year  plus
significantly increased income tax liabilities this year compared
with  a  year  ago.   Net cash used by investing  activities  was
$256,318  as  compared to $249,674 provided by during  the  prior
period.  This was due to the purchase of new equipment. Net  cash
provided  by financing activities was $284,779 compared  to  cash
used  of  $270,698  during  the year earlier  period.   This  was
largely  due to proceeds from the line of credit as described below
and from reduced mortgage payments. As a result of these activities,
the Company's cash position decreased $77,674 during the current six
months as compared to an increase of $595,149 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 September 30, 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.



                   PART II.  OTHER INFORMATION



      Small Business Issuer Purchases of Equity Securities



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

Period   (a) Total Number  (b) Average   (c) Total     d) Maximum
             Of Shares         Price Paid    Number       Number
             Purchased         per Share     of Shares    (or Approx-
                                             Purchased    imate
                                             as part of   Dollar
                                             Publicly     Value) of
                                             Announced    Shares
                                             Plans or     that may
                                             Programs     yet be
                                                          purchased
                                                          under the
                                                          Plans or
                                                          Programs

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


July 1, to
July 31, 2004    35,924       $8.65          0            0


August 1, to
August 31, 2004       0           0          0            0


September 1 to
September 30, 2004    0           0          0            0


    Total        35,924       $8.65          0            0


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






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.

      On August 9, 2004, 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 quarter ended June  30,
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:  November 10, 2004          By:/s/David Robbins
                                      --------------------------
                                      David Robbins,
                                      President (Principal
                                      Executive Officer)