================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


(Mark One)

[X]  Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the quarterly period ended March 31, 1997.

                                       OR

[ ]  Transition  report  pursuant  to  section  13 or  15(d)  of the  Securities
     Exchange Act of 1934 

For the transition period from ____________________ to ____________________.

                         Commission File Number: 0-8574

                          MICROWAVE POWER DEVICES, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                          13-3622306
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                            Identification No.)

                              49 Wireless Boulevard
                         Hauppauge, New York 11788-3935
          (Address of principal executive offices, including zip code)

                                 (516) 231-1400
              (Registrant's telephone number, including area code)

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 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 ____.

As of May 1, 1997, there were 10,375,000 shares  outstanding of the registrant's
Common Stock, $.01 par value.
================================================================================

<PAGE>

                          MICROWAVE POWER DEVICES, INC.

                                      INDEX

PART I -- FINANCIAL INFORMATION                                         Page No.
-------------------------------                                         --------

ITEM 1. Consolidated Financial Statements
          Consolidated Balance Sheets --
          March 31, 1997 and December 31, 1996 .........................    3

          Consolidated Statements of Operations --
          Three months ended March 31, 1997 and 1996 ...................    4

          Consolidated Statements of Cash Flows --
          Three months ended March 31, 1997 and 1996 ...................    5

          Notes to Consolidated Financial Statements ...................    6

ITEM 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations ....................................    7

PART II -- OTHER INFORMATION
----------------------------

ITEM 6. Exhibits and Reports on Form 8-K ...............................   10

SIGNATURES .............................................................   11


                                     Page 2


<PAGE>


PART I -- FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.


                  MICROWAVE POWER DEVICES, INC. and SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)

<TABLE>
<CAPTION>
                                                                                                        March 31,       December 31,
                                                                                                          1997               1996
                                                                                                       ----------       -----------
                                                                                                       (unaudited)   
                                     ASSETS
<S>                                                                                                    <C>                 <C>     
CURRENT ASSETS:
     Cash and cash equivalents .............................................................           $    562            $  1,149
     Accounts receivable, net of allowance for doubtful accounts of $76 ....................              7,518               7,482
     Inventories, net ......................................................................             15,210              14,362
     Prepaid expenses and other current assets .............................................                856                 657
     Deferred income taxes .................................................................                361                 345
                                                                                                       --------            --------
          Total current assets .............................................................             24,507              23,995
PROPERTY, PLANT AND EQUIPMENT, net .........................................................              7,835               8,057
INTANGIBLE ASSETS, net .....................................................................                438                 369
INVESTMENT IN MARKETABLE SECURITIES AND OTHER
   LONG-TERM ASSETS ........................................................................              1,021               1,015
DEFERRED INCOME TAXES ......................................................................              5,458               5,454
                                                                                                       --------            --------
                                                                                                       $ 39,259            $ 38,890
                                                                                                       ========            ========
                      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
     Current portion of long-term debt .....................................................           $    645            $     45
     Accounts payable ......................................................................              3,037               5,103
     Accrued liabilities ...................................................................              2,769               2,696
                                                                                                       --------            --------
          Total current liabilities ........................................................              6,451               7,844
                                                                                                       --------            --------
LONG-TERM DEBT .............................................................................             14,503              12,744
                                                                                                       --------            --------
SHAREHOLDERS' EQUITY:
     Preferred stock, $.01 par value; 5,000,000 shares authorized;
        no shares issued or outstanding ....................................................               --                  --
     Common stock, $.01 par value; 25,000,000 shares authorized;
        10,375,000 shares issued and outstanding ...........................................                104                 104
     Additional paid-in capital ............................................................             23,276              23,276
     Notes receivable from shareholders ....................................................               (225)               (225)
     Retained earnings .....................................................................             (4,850)             (4,853)
                                                                                                       --------            --------
          Total shareholders' equity .......................................................             18,305              18,302
                                                                                                       --------            --------
                                                                                                       $ 39,259            $ 38,890
                                                                                                       ========            ========
</TABLE>


The  accompanying  notes  are an  integral  part of these  consolidated  balance
sheets.


                                     Page 3
<PAGE>


                  MICROWAVE POWER DEVICES, INC. and SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per share data)
                                   (unaudited)



                                                     For the Three Months Ended
                                                     --------------------------
                                                       March 31,    March 31,
                                                          1997         1996
                                                       --------     -------- 
NET SALES ........................................     $ 10,004     $ 11,259
COST OF SALES ....................................        7,507        8,270
                                                       --------     -------- 
          Gross profit ...........................        2,497        2,989
                                                       --------     -------- 
OPERATING EXPENSES:
     General and administrative ..................          857          903
     Selling .....................................          710        1,077
     Research and development ....................          647        1,965
                                                       --------     -------- 
                                                          2,214        3,945
                                                       --------     -------- 
          Income (loss) from operations ..........          283         (956)
INTEREST EXPENSE, net ............................          279          166
                                                       --------     -------- 
          Income (loss) before income taxes ......            4       (1,122)
PROVISION (BENEFIT) FOR INCOME TAXES .............            1         (359)
                                                       --------     -------- 
          Net income (loss) ......................     $      3     $   (763)
                                                       ========     ========


PER SHARE INFORMATION:
     Net income (loss) per common share ..........     $   0.00     $  (0.07)
                                                       ========     ========
     Weighted average common shares outstanding ..       10,382       10,375
                                                       ========     ========

 The accompanying notes are an integral part of these consolidated statements.


                                     Page 4
<PAGE>


                  MICROWAVE POWER DEVICES, INC. and SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                                                      For the Three Months Ended
                                                                                                     ---------------------------
                                                                                                     March 31,         March 31,
                                                                                                       1997               1996
                                                                                                     -------            -------
<S>                                                                                                 <C>                <C>     
OPERATING ACTIVITIES:
     Net income (loss) ..................................................................           $     3            $  (763)
     Adjustments to reconcile net income (loss) to net cash provided by
        (used in) operating activities:
          Depreciation and amortization .................................................               298                299
          Deferred income taxes .........................................................               (20)              (367)
          Loss on sale of property, plant and equipment .................................              --                 --
     Changes in operating assets and liabilities:
          Accounts receivable ...........................................................               (36)             4,368
          Inventories ...................................................................              (848)            (2,489)
          Prepaid expenses and other assets .............................................              (198)               175
          Accounts payable and accrued liabilities ......................................            (1,993)               (17)
                                                                                                    -------            -------
               Net cash provided by (used in) operating activities ......................            (2,794)             1,206
                                                                                                    -------            -------
INVESTING ACTIVITIES:
          Purchases of property, plant and equipment ....................................               (58)              (226)
          Proceeds from sale of property, plant and equipment ...........................              --                   15
          Investment in marketable securities ...........................................                (6)                (6)
                                                                                                    -------            -------
               Net cash used in investing activities ....................................               (64)              (217)
                                                                                                    -------            -------
FINANCING ACTIVITIES:
          Proceeds from long-term debt ..................................................             2,700               --
          Net repayments on revolving line of credit ....................................              (341)              (981)
          Deferred financing costs ......................................................               (88)              --
                                                                                                    -------            -------
               Net cash provided by (used in) financing activities ......................             2,271               (981)
                                                                                                    -------            -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ........................................              (587)                 8
CASH AND CASH EQUIVALENTS, beginning of year ............................................             1,149                388
                                                                                                    -------            -------
CASH AND CASH EQUIVALENTS, end of period ................................................           $   562            $   396
                                                                                                    =======            =======


SUPPLEMENTAL DATA:
     Cash paid for interest .............................................................           $   301            $   194
                                                                                                    =======            =======
     Cash paid for income taxes .........................................................           $    21            $     3
                                                                                                    =======            =======
</TABLE>


  The accompanying notes are an integral part of these consolidated statements.


                                     Page 5
<PAGE>


                  MICROWAVE POWER DEVICES, INC. and SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 1997
                 (in thousands, except share and per share data)
                                   (unaudited)

     1.  Reference  is made to the Notes to  Consolidated  Financial  Statements
contained in the  Company's  December 31, 1996  audited  consolidated  financial
statements  included in the Company's  1996 Annual Report and the Company's 1996
Annual  Report on Form 10-K filed with the SEC on March 28, 1997. In the opinion
of  Management,  the interim  unaudited  financial  statements  included  herein
reflect all adjustments  necessary,  consisting of normal recurring adjustments,
for a fair  presentation  of such  data on a basis  consistent  with that of the
audited data  presented  therein.  The results of  consolidated  operations  for
interim periods are not necessarily indicative of the results to be expected for
a full year.

     2.  Earnings per share for the three  months ended March 31, 1997  includes
the dilutive effect of 7,268 weighted average  outstanding  options; it does not
include the impact of other outstanding options as the effect of their inclusion
would be anti-dilutive.

     Earnings  per share  for the three  months  ended  March 31,  1996 does not
include the impact of outstanding options as the effect of their inclusion would
be anti-dilutive.

     3. The following stock options were granted,  cancelled or exercised during
the first quarter of 1997 under either the 1995 or 1996 Stock Option Plans:

   Granted                          Cancelled                 Exercised
   -------                          -------------             ---------
   193,715 @ $2.875                 1,875 @ $8.00               None

     4. Recently Issued Accounting Standards

     In March 1997, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings Per Share".  This
statement  establishes standards for computing and presenting earnings per share
("EPS"),  replacing the  presentation of currently  required  primary EPS with a
presentation  of Basic EPS. For entities with complex  capital  structures,  the
statement  requires the dual  presentation  of both Basic EPS and Diluted EPS on
the face of the statement of operations.  Under this new standard,  Basic EPS is
computed based on weighted average shares outstanding and excludes any potential
dilution;   Diluted  EPS  reflects  potential  dilution  from  the  exercise  or
conversion  of  securities  into common  stock or from other  contracts to issue
common stock and is similar to the  currently  required  fully diluted EPS. SFAS
No. 128 is effective for financial  statements  issued for periods  ending after
December 15, 1997,  including  interim periods,  and earlier  application is not
permitted.  When  adopted,  the Company will be required to restate its EPS data
for all prior periods  presented.  The Company does not expect the impact of the
adoption of this statement to be material to previously reported EPS amounts.


                                     Page 6
<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.


Overview

     Microwave Power Devices,  Inc. ("Microwave Power Devices" or the "Company")
commenced  operations  in  1967.  During  the past 30  years,  the  Company  has
designed,  manufactured  and marketed high power,  solid-state,  radio frequency
("RF") and  microwave  power  amplifiers  and related  subsystems  for military,
medical, satellite and, most recently, wireless telecommunications applications.

     The Company historically has been dependent upon the military market as its
principal source of revenue. In 1992, as the military market was declining,  the
Company  increased  the scope of its  business and entered  commercial  markets,
thereby  broadening its product  offerings.  The Company now develops  precision
high-power amplifiers for a variety of commercial uses.

Forward-Looking Statements

     Certain  information  contained  in this  Quarterly  Report  on Form  10-Q,
including,  without  limitation,  information  appearing  under  Part I, Item 2,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations," are  forward-looking  statements (within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities  Exchange Act of
1934).  Factors set forth in the  Company's  Annual  Report on Form 10-K,  filed
March 28, 1997,  under Item 1,  "Business - Risk  Factors,"  together with other
factors that appear with the  forward-looking  statements,  or in the  Company's
other  Securities and Exchange  Commission  filings,  including its Registration
Statement  on Form S-1 dated  September  29, 1995,  could  affect the  Company's
actual results and could cause the Company's actual results to differ materially
from those expressed in any forward-looking statements made by, or on behalf of,
the Company in this Quarterly Report on Form 10-Q.

Results of Operations --
First Quarters Ended March 31, 1997 and March 31, 1996

     Net Sales. Net sales decreased by 11% to $10.0 million in the first quarter
of 1997 from $11.3 million in the first quarter of 1996. This sales decrease was
primarily due to lower shipments of the Company's commercial products which were
partially offset by higher shipments of the Company's military  products.  Sales
of commercial  products decreased by 35% to $6.3 million in the first quarter of
1997 from $9.7 million in the first quarter of 1996,  representing  63% and 86%,
respectively,  of net sales in such periods.  The commercial  sales decrease was
predominantly due to lower shipments to one wireless telecommunications original
equipment  manufacturer ("OEMs") which were partially offset by higher shipments
to one satellite communications OEM and one wireless telecommunications OEM. The
lower wireless telecommunications shipments were predominantly caused by a break
in production with the Company's South Korean customer.  Initial shipments for a
follow-on  order  with this  customer  began in March  1997.  Sales of  military
products  increased  by 136% to $3.7  million in the first  quarter of 1997 from
$1.6  million  in  the  first  quarter  of  1996,   representing  37%  and  14%,
respectively,  of net sales in such  periods.  The military  sales  increase was
predominantly  due to greater  market demand for one Republic  product,  initial
hardware shipments for another Republic product and an overall modest resurgence
of shipments to U.S. prime contractors for various military products.

     International  sales  decreased by 52% to $2.7 million in the first quarter
of 1997 from $5.7  million  in the first  quarter of 1996,  totaling  27% of net
sales in the first quarter of 1997 compared to 50% in the first quarter of 1996.
The  decrease in  international  sales was  predominantly  due to lower  foreign
wireless  telecommunications OEM business caused by the above described break in
production which more than offset higher Republic foreign military business.  In
the first quarter of 1997, sales to two domestic commercial OEMs (Customer B and
Customer D) accounted for 28% and 19%, respectively, of the Company's net sales.
In the first quarter of 1996, sales to a 


                                     Page 7
<PAGE>


foreign  commercial OEM (Customer A) and a domestic  commercial OEM (Customer B)
accounted for 48% and 15%, respectively, of the Company's net sales.

     Gross  Profit.  Gross profit  decreased by 16% to $2.5 million in the first
quarter of 1997 from $3.0 million in the first  quarter of 1996.  The  Company's
gross profit margin  (gross profit as a percentage of net sales) also  decreased
to 25.0% in the first  quarter of 1997 from 26.5% in the first  quarter of 1996.
This  decrease  was  primarily  due  to  higher   commercial   warranty  expense
(specifically  for the  Company's  multi-channel,  Cellular-CDMA  product) and a
lower gross  profit  margin on the  Company's  multi-channel  product  line (the
result of competitive  pricing  pressures) which were partially offset by higher
gross  profit  margins  which  the  Company  is  experiencing  on its  satellite
communications   program   (the   result  of   engineering   and   manufacturing
efficiencies).  By the end of the first  quarter of 1997,  the  majority  of the
technical problems encountered with the Company's  multi-channel,  Cellular-CDMA
product have been addressed,  product returns seem to be diminishing and product
reliability appears to be improving.

     Certain of the Company's  inventory costing techniques involve developing a
standard cost which estimates the average,  or standard,  cost per unit over the
extended life cycle of a product.  Such costs  include  labor,  material,  other
direct costs and related overheads. If the extended life cycle of a product does
not materialize or if there is no reasonable  certainty that product  maturation
will take place within the near future,  write-offs of work-in-process inventory
would be  required.  Such  write-offs  could  materially  adversely  affect  the
Company's gross profit and results of operations.

     Certain of the purchase orders or contracts comprising backlog at March 31,
1997 set forth product specifications not yet achieved by the Company that would
require the  Company to  complete  additional  product  development.  Failure to
develop products meeting such  specifications  could lead to the cancellation of
the related purchase orders or contracts.  The reduction,  delay or cancellation
of orders or contracts from one or more  significant  customers could materially
adversely  affect the  Company's  business,  financial  condition and results of
operations.

     There can be no assurances  that gross profit will improve.  If the Company
is not able to reduce  its  production  costs to the extent  anticipated,  or to
introduce  new products  with greater  margins,  and if average  selling  prices
decline beyond current  expectations,  the Company's gross profit and results of
operations could be materially  adversely  affected.  The Company's gross profit
may also be affected by a variety of other factors, including the mix of systems
and equipment  sold;  production,  reliability  or quality  problems;  and price
competition.

     General and Administrative  Expenses.  General and administrative  expenses
remained  relatively  stable at $0.9 million in both the first  quarters of 1997
and 1996, representing 8.6% and 8.0%, respectively, of net sales.

     Selling Expenses.  Selling expenses decreased by 34% to $0.7 million in the
first  quarter  of  1997  from  $1.1  million  in the  first  quarter  of  1996,
representing 7.1% and 9.6%, respectively,  of net sales. The decrease in selling
expenses resulted  primarily from lower sales  representative  commissions,  the
result of product sales mix variations,  and, to a lesser extent,  lower accrued
sales  incentive  expenses.  In addition,  advertising  and trade show  expenses
decreased but were fully offset by increased bid and proposal expenses.

     Research  and  Development  Expenses.  Research  and  development  expenses
decreased by 67% to $0.6 million in the first  quarter of 1997 from $2.0 million
in the first quarter of 1996, representing 6.5% and 17.4%, respectively,  of net
sales.  This decrease  resulted  primarily from decreased  military and wireless
telecommunications  product  development.   Military  research  and  development
expenses  decreased  predominantly  as a result of the Company  shipping initial
hardware  to a foreign  military  OEM,  late in 1996,  for a Republic  MRES 2000
simulator  product.  In the military  environment,  customer  funding of product
development  costs is typical.  The Republic MRES 2000 program was an exception,
however,  as the Company  funded a large  majority of this  product  development
effort throughout 1996. The Company believes that the continued  introduction of
new  products is essential to its  competitiveness,  especially  in the wireless
telecommunications  market, and is committed to continued investment in research
and development.  The Company views the decrease in wireless  telecommunications
research and development expenses as a short term solution to assist in reducing
costs to match  reduced  wireless  revenue.  Fundamental  to this  effort  was a
temporary  reallocation  of some of the  Company's  


                                     Page 8
<PAGE>


engineering   and   technology   resources  to  either   revenue   producing  or
customer-funded product development. This action enabled the Company to leverage
its other  commercial and military  product lines while insuring a continued and
focused emphasis on critical wireless  telecommunications  development projects.
Research and development  expenses should rise commensurate with revenues in the
coming quarter.

     Interest Expense. Interest expense increased by 68% to $0.28 million in the
first quarter of 1997 from $0.17 million in the first quarter of 1996, primarily
reflecting increased borrowings under the Company's credit facility.

     Provision for Income Taxes.  The Company's  effective tax rate increased to
40.0% in the first quarter of 1997 from 32.0% in the first quarter of 1996.  The
lower tax rate in the first quarter of 1996 was due to the Company's recognition
of the anticipated partial use of previously generated unrecorded NOLs to offset
then anticipated full year 1996 taxable income.

Liquidity and Capital Resources

     In the fourth quarter of 1995, the Company successfully  completed its IPO,
raising net  proceeds to the Company of  approximately  $20.4  million  from the
Company's  sale of 2,875,000  shares of Common Stock,  including the exercise of
the underwriters' over-allotment option. Since the IPO, the Company had financed
its  operations  and met its  capital  requirements  through the  following  two
sources: (i) a credit facility and (ii) cash provided by operating activities.

     On February 13, 1997,  the Company and IBJ Schroder  Bank and Trust Company
("IBJ") entered into a $13.0 million credit  facility  consisting of a revolving
line of credit in the amount of $10.3  million  and a term loan in the amount of
$2.7 million. The revolving line of credit and term loan bear interest at annual
rates  equal  to the  prime  rate  plus  1.0% and the  prime  rate  plus  1.25%,
respectively.  The credit  facility  matures in February 2000 and  automatically
renews for one-year periods thereafter,  unless terminated by either the Company
or IBJ. Aggregate borrowings under the revolving line of credit are limited by a
borrowing  base,  which is  calculated  as the sum of 85% of  eligible  accounts
receivable  and 40% of eligible raw  materials and  work-in-process  inventories
(with borrowings based on aggregate eligible inventory limited to $6.0 million).
The credit facility is subject to customary  covenants,  including,  among other
things, limitations with respect to incurring indebtedness, payment of dividends
and affiliate  advances,  and a provision for maintaining a certain fixed charge
coverage ratio.

     Operating activities used net cash of $2.8 million and provided net cash of
$1.2  million in the first  three  months of 1997 and 1996,  respectively.  From
December 31, 1996 to March 31, 1997,  inventory  increased by $0.8 million while
accounts payable and accrued liabilities decreased by $2.0 million. The increase
in inventory was primarily due to an increase in  work-in-process  inventory for
commercial  products  and,  to a lesser  extent,  reduced  progress  payments on
military contracts. The decrease in accounts payable and accrued liabilities was
primarily the result of an increase in the  Company's  credit  facility  thereby
allowing  improved  vendor  payments.   Investing  activities,  which  consisted
primarily of equipment  acquisitions,  used net cash of $0.06  million and $0.22
million  in the first  three  months of 1997 and 1996,  respectively.  Financing
activities,  which  consisted  primarily of proceeds from long-term debt and net
repayments  made on the  revolving  line of  credit,  provided  net cash of $2.3
million and used net cash of $1.0  million in the first three months of 1997 and
1996, respectively.

     Capital  expenditures  were $0.06  million  and $0.23  million in the first
three  months of 1997 and 1996,  respectively.  These  expenditures  were funded
primarily  through  cash  provided by the  Company's  credit  facility  and cash
provided by operating activities,  respectively.  Principal expenditures for the
first three months of 1997  included  computer  equipment  and  engineering  and
manufacturing test equipment.  The Company anticipates making additional capital
expenditures  of  approximately  $1.4  million  during  the  remainder  of 1997,
including  the  purchase  of  additional   engineering  and  manufacturing  test
equipment,  computer equipment upgrades as well as continued enhancements to its
CAE/CAD systems.

     As of March 31,  1997,  the Company had  working  capital of  approximately
$18.1 million,  compared to approximately $16.2 million as of December 31, 1996.
Working  capital as of March 31, 1997  included  


                                     Page 9
<PAGE>


approximately  $7.5  million  and  $15.2  million  in  accounts  receivable  and
inventory,  respectively  compared to December  31, 1996 working  capital  which
included approximately $7.5 million and $14.4 million in accounts receivable and
inventory, respectively. The Company's current ratio (ratio of current assets to
current  liabilities)  as of March 31, 1997 was 3.8:1,  compared  with a current
ratio of 3.1:1 as of December 31, 1996. As of March 31, 1997, the Company's debt
to equity ratio was 0.8:1,  compared  with a debt to equity ratio of 0.7:1 as of
December 31, 1996.

     The Company believes that cash generated from operations, amounts available
under its credit  facility,  and/or third party  financing will be sufficient to
fund necessary capital  expenditures and to provide adequate working capital for
at least  the next 12  months.  There  can be no  assurance,  however,  that the
Company  will not require  additional  financing  prior to such date to fund its
operations,  and,  if  required,  that  such  financing  will  be  available  on
commercially  reasonable terms. In addition,  the Company may require additional
financing after such date to fund its operations.


PART II -- OTHER INFORMATION


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


     (a)  Exhibit 27.1 Financial Data Schedule.

     (b)  Form 8-K with respect to Item 5 and Item 7 was filed March 6, 1997.




                                    Page 10
<PAGE>

SIGNATURES

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.


                                              MICROWAVE POWER DEVICES, INC.
                                                     (Registrant)


Dated: May 12, 1997                           /s/Edward J. Shubel
      ----------------------                  --------------------
                                              By: Edward J. Shubel
                                                  President and CEO


Dated: May 12, 1997                             /s/ Paul E. Donofrio
      ----------------------                  --------------------
                                              By: Paul E. Donofrio
                                                  Vice President Finance/CFO
                                                  (Principal Financial 
                                                   and Accounting Officer)


                                    Page 11