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

                       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, 1999.

                                       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 April 19, 1999, there were 10,479,349 shares outstanding of the
registrant's Common Stock, $.01 par value.

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<PAGE>

                          MICROWAVE POWER DEVICES, INC.

                                      INDEX

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

ITEM 1.   Consolidated Financial Statements
          Consolidated Balance Sheets --
          March 31, 1999 and December 31, 1998..........................   3

          Consolidated Statements of Operations --
          Three months ended March 31, 1999 and 1998....................   4

          Consolidated Statements of Cash Flows --
          Three months ended March 31, 1999 and 1998....................   5

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


ITEM 2.   Management's Discussion and Analysis of Financial 
          Condition and Results of Operations...........................   9

ITEM 3.   Quantitative and Qualitative Disclosures About Market
          Risk..........................................................   13

PART II -- OTHER INFORMATION

ITEM 1.   Legal Proceedings.............................................   13

ITEM 6.   Exhibits and Reports on Form 8-K .............................   13

SIGNATURES..............................................................   14


                                     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)

                                                        March 31,   December 31,
                                                          1999         1998
                                                        --------     --------
                                                       (unaudited)    (audited)

                        ASSETS
CURRENT ASSETS:
    Cash and cash equivalents ......................    $    706     $    667
    Accounts receivable, net of allowance for
      doubtful accounts of $75 .....................      12,159       12,178
    Inventories, net ...............................      21,119       18,861
    Prepaid expenses and other current assets ......         446          476
    Deferred income taxes ..........................       4,068        3,426
                                                        --------     --------
       Total current assets ........................      38,498       35,608
PROPERTY, PLANT AND EQUIPMENT, net .................       9,467        8,834
INTANGIBLE ASSETS, net .............................         281          307
OTHER LONG-TERM ASSETS .............................         622          673
DEFERRED INCOME TAXES ..............................         340        1,453
                                                        --------     --------
                                                        $ 49,208     $ 46,875
                                                        ========     ========

         LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
    Current portion of long-term debt ..............    $  1,255     $  1,082
    Accounts payable ...............................      10,481        8,970
    Accrued liabilities ............................       3,298        2,959
    Customer advance payments ......................          --          921
                                                        --------     --------
       Total current liabilities ...................      15,034       13,932
                                                        --------     --------
LONG-TERM DEBT .....................................      12,191       12,162
                                                        --------     --------
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;
      10,469,719 and 10,397,520 shares
      issued and outstanding, respectively .........         105          104
    Additional paid-in capital .....................      23,775       23,406
    Notes receivable from shareholders .............        (188)        (188)
    Retained earnings (accumulated deficit) ........      (1,709)      (2,541)
                                                        --------     --------
       Total shareholders' equity ..................      21,983       20,781
                                                        --------     --------
                                                        $ 49,208     $ 46,875
                                                        ========     ========

                 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,
                                                              1999        1998
                                                            ---------  ---------

NET SALES ...............................................   $ 17,248    $ 11,439
COST OF SALES ...........................................     11,988       7,680
                                                            --------    --------
       Gross profit .....................................      5,260       3,759
                                                            --------    --------

OPERATING EXPENSES:
    General and administrative ..........................      1,006         974
    Selling .............................................      1,037         896
    Research and development ............................      1,610       1,408
                                                            --------    --------
                                                               3,653       3,278
                                                            --------    --------
       Income from operations ...........................      1,607         481
INTEREST EXPENSE, net ...................................        294         276
OTHER INCOME, net .......................................         (1)         --
                                                            --------    --------
       Income before income taxes .......................      1,314         205
PROVISION FOR INCOME TAXES ..............................        482          22
                                                            --------    --------
       Net income .......................................   $    832    $    183
                                                            ========    ========

PER SHARE INFORMATION:
    Net income per common share:
       Basic ............................................   $   0.08    $   0.02
                                                            ========    ========
       Diluted ..........................................   $   0.08    $   0.02
                                                            ========    ========
    Common shares used in computing per share amounts:
       Basic ............................................     10,446      10,379
                                                            ========    ========
       Diluted ..........................................     10,695      10,479
                                                            ========    ========

 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)

                                                      For the Three Months Ended
                                                      --------------------------
                                                        March 31,     March 31,
                                                          1999          1998
                                                        ---------     ---------
OPERATING ACTIVITIES:
    Net income .....................................    $   832       $   183
    Adjustments to reconcile net income
      to net cash provided by
      (used in) operating activities:
       Depreciation and amortization ..............        375           331
       Deferred income taxes ......................        471             9
    Changes in operating assets and
       liabilities:
       Accounts receivable .........................         19           731
       Inventories .................................     (2,259)       (1,519)
       Prepaid expenses and other assets ...........         81           127
       Accounts payable and accrued
         liabilities ...............................      1,850           527
       Customer advance payments ...................       (921)         (421)
                                                        -------       -------
          Net cash provided by
            (used in) operating activities .........        448           (32)
                                                        -------       -------
INVESTING ACTIVITIES:
       Purchases of property, plant
            and equipment ..........................       (982)         (111)
                                                        -------       -------
          Net cash used in investing
            activities .............................       (982)         (111)
                                                        -------       -------
FINANCING ACTIVITIES:
       Proceeds from long-term debt ................        867           939
       Principal payments of
          long-term debt ...........................       (277)         (150)
       Net repayments on revolving
          credit loans .............................       (387)         (704)
       Deferred financing costs ....................         --           (22)
       Net proceeds from issuance
          of common stock ..........................        370            --
                                                        -------       -------

          Net cash provided by financing
            activities .............................        573            63
                                                        -------       -------
INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS ...............................         39           (80)
CASH AND CASH EQUIVALENTS,
    beginning of year ..............................        667           687
                                                        -------       -------
CASH AND CASH EQUIVALENTS,
    end of period ..................................    $   706       $   607
                                                        =======       =======

SUPPLEMENTAL DATA:
    Cash paid for interest .........................    $   307       $   290
                                                        =======       =======
    Cash paid for income taxes .....................    $     3       $    52
                                                        =======       =======

 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, 1999
                      (in thousands, except per share data)
                                   (unaudited)

      1. Reference is made to the Notes to Consolidated Financial Statements
contained in the Company's December 31, 1998 audited consolidated financial
statements included in the Company's 1998 Annual Report and the Company's 1998
Annual Report on Form 10-K filed with the SEC on March 19, 1999. 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 consolidated results of operations for
interim periods are not necessarily indicative of the results to be expected for
a full year.


      2. The Company accounts for earnings per share pursuant to SFAS No. 128,
"Earnings Per Share." Basic net income per common share ("Basic EPS") is
computed by dividing net income by the weighted average number of common shares
outstanding. Diluted net income per common share ("Diluted EPS") is computed by
dividing net income by the weighted average number of common shares and dilutive
common share equivalents then outstanding. SFAS No. 128 requires the
presentation of both Basic EPS and Diluted EPS on the face of the consolidated
statement of operations. A reconciliation between the numerator and denominator
of Basic EPS and Diluted EPS is as follows:

<TABLE>
<CAPTION>
                                                                           Net Income Per
                                              Net Income   Common Shares    Common Share
                                              ----------   -------------    ------------
                                             
                                                 For the quarter ended March 31, 1999
                                                 ------------------------------------
<S>                                              <C>          <C>              <C>  
Basic EPS                                    
Net income attributable to common stock          $832         10,446           $0.08
Effect of dilutive securities: stock options       --            249              --
                                                 ----         ------           -----
Diluted EPS                                  
Net income attributable to common stock          $832         10,695           $0.08
    and assumed option exercises                 ====         ======           =====

<CAPTION>
                                                 For the quarter ended March 31, 1998
                                                 ------------------------------------
<S>                                              <C>          <C>              <C>  
Basic EPS                                    
Net income attributable to common stock          $183         10,379           $0.02
Effect of dilutive securities: stock options       --            100              --
                                                 ----         ------           -----
Diluted EPS                                  
Net income attributable to common stock and      $183         10,479           $0.02
   assumed option exercises                      ====         ======           =====
</TABLE>

      Diluted EPS, for the three months ended March 31, 1999 and 1998, does not
include the impact of other stock options then outstanding as their inclusion
would be anti-dilutive.

      3. The following stock options were granted, cancelled or exercised during
the first quarter of 1999 under either the 1995 or 1996 Stock Option Plans:

            Granted                 Cancelled               Exercised
            -------                 ---------               ---------
            215 @ $10.00            4 @ $2.875 - $6.35      72 @ $2.875 - $8.00


                                     Page 6
<PAGE>

      4. Segment Information

      Effective December 31, 1998, the Company adopted SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information."
Reportable operating segments are determined based on the Company's management
approach. The management approach, as defined by SFAS No. 131, is based on the
way that the chief operating decision maker organizes the segments within an
enterprise for making operating decisions and assessing performance. While the
Company's results of operations are primarily reviewed on a consolidated basis,
the chief operating decision maker also manages the enterprise in two segments:
(i) wireless products and (ii) satellite, medical and military products. The
following represents selected consolidated financial information for the
Company's segments for the quarters ended March 31, 1999 and 1998:

                                                  Satellite, Medical
  March 31, 1999          Wireless Products    and Military Products       Total
  --------------          -----------------    ---------------------       -----

Net sales...............       $ 8,132                $ 9,116            $17,248
Gross profit............         2,170                  3,090              5,260
Net income (loss).......          (261)                 1,093                832
Assets..................        17,748                 31,460             49,208
                                                                     
                                                  Satellite, Medical
  March 31, 1999          Wireless Products    and Military Products       Total
  --------------          -----------------    ---------------------       -----

Net sales...............       $ 3,910                $ 7,529            $11,439
Gross profit............           824                  2,935              3,759
Net income (loss).......        (1,226)                 1,409                183
Assets..................        10,701                 31,495             42,196
                                                                      
      5. Comprehensive Income

      In the first quarter of 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income," which requires companies to report all changes in equity
during a period, except those resulting from investment by owners and
distribution to owners, for the period in which they are recognized.
Comprehensive income is the total of net income and all other nonowner changes
in equity (or other comprehensive income) such as unrealized gains/losses on
securities classified as available-for-sale, foreign currency translation
adjustments and minimum pension liability adjustments. Comprehensive and other
comprehensive income must be reported on the face of annual financial statements
or in the case of interim reporting, the footnote approach may be utilized. The
Company's operations did not give rise to items includible in comprehensive
income which were not already included in net income for the quarters ended
March 31, 1999 and 1998. Accordingly, the Company's comprehensive income is the
same as its net income for all periods presented.

      6. Recently Issued Accounting Standards

      In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." The
Statement establishes accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded in
other contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value. The Statement requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. Special accounting for qualifying hedges
allows a derivative's gains and losses to offset related results on the hedged
item in the income statement, and requires that a company must formally
document, designate and assess the effectiveness of transactions that receive
hedge accounting.


                                     Page 7
<PAGE>

      SFAS No. 133 is effective for fiscal years beginning after June 15, 1999.
A company may also implement the Statement as of the beginning of any fiscal
quarter after issuance (that is, fiscal quarters beginning June 16, 1998 and
thereafter). SFAS No. 133 cannot be applied retroactively. SFAS No. 133 must be
applied to (a) derivative instruments and (b) certain derivative instruments
embedded in hybrid contracts that were issued, acquired or substantively
modified after December 31, 1997 (and, at the company's election, before January
1, 1998).

      While the Company operates in international markets, it does so presently
without the use of derivatives and therefore this new pronouncement is not
applicable.


                                     Page 8
<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 32 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 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 leveraged its military technological leadership position and
increased the scope of its business by entering commercial markets, thereby
broadening its product offerings. In 1994, the Company started producing power
amplifiers for the wireless telecommunications market. The Company now develops
precision high-power amplifiers for a variety of commercial uses. As a result of
these efforts, the Company is now well positioned to service the low, medium and
high volume needs of all of its military and commercial customers.

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 1998 Annual Report on Form 10-K, filed
March 19, 1999, 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, 1999 and March 31, 1998

      Net Sales. Net sales increased by 51% to $17.2 million in the first
quarter of 1999 from $11.4 million in the first quarter of 1998. This sales
increase was primarily due to higher shipments of the Company's commercial and
military products. Sales of commercial products increased by 48% to $10.0
million in the first quarter of 1999 from $6.8 million in the first quarter of
1998, representing 58% and 59%, respectively, of net sales in such periods. The
commercial sales increase was predominantly due to higher shipments to a
wireless telecommunications original equipment manufacturer ("OEM"), partially
offset by lower shipments to one satellite communications and one wireless
telecommunications OEM. Sales of military products increased by 55% to $7.2
million in the first quarter of 1999 from $4.6 million in the first quarter of
1998, representing 42% and 41%, respectively, of net sales in such periods. The
military sales increase was predominantly due to higher shipments on a domestic
military program and a U. S. Government military program, partially offset by
lower market demand for various other MPD and Republic military products.

      International sales increased by 48% to $2.6 million in the first quarter
of 1999 from $1.7 million in the first quarter of 1998, totaling 15% of net
sales in both the first quarters of 1999 and 1998. The increase in international
sales was predominantly due to higher market demand for foreign wireless
telecommunications business. In the first quarter of 1999, sales to a domestic
commercial OEM (Customer B) and two domestic military OEMs (Customer F and
Customer G) accounted for 37%, 17% and 12%, respectively, of the Company's net
sales. In the first quarter of 1998, sales to two domestic commercial OEMs
(Customer B and Customer C) and one domestic military OEM (Customer F) accounted
for 22%, 18% and 18%, respectively, of the Company's net sales.


                                     Page 9
<PAGE>

      The Company has recently begun to enter into arrangements with its major
wireless OEM customers whereby those customers stock the Company's amplifiers on
a consignment basis until they are consumed in production, at which time revenue
is recognized. Under these arrangements, the Company receives a forecast each
week from the customer reflecting the customer's estimated future product
requirements. These forecasts provide the Company with a one year forward-look
which details the weekly requirements for the first 26 weeks and the monthly
requirements for the remaining six months. If the customer's actual product
needs ultimately are less than the customer's forecasted expectations or,
conversely, if the customer's actual product needs ultimately substantially
exceed the customer's forecasted expectations such that the Company cannot
fulfill them, there could be a material adverse effect on the Company's
business, financial condition and results of operations.

      Gross Profit. Gross profit increased by 40% to $5.3 million in the first
quarter of 1999 from $3.8 million in the first quarter of 1998. The Company's
gross profit margin (gross profit as a percentage of net sales) decreased,
however, to 30.5% in the first quarter of 1999 from 32.9% in the first quarter
of 1998. The decrease in gross profit margin was primarily due to a less
favorable revenue mix of lower gross profit margin business. Specifically,
shipments for satellite communications product were down while wireless
telecommunications product shipments were up. Satellite communications product
revenues historically have yielded a higher gross profit margin compared to
wireless telecommunications product revenues. In addition to the above, the
following factors adversely affected the Company's gross profit margin for the
first quarter of 1999: (i) low gross profits the Company is experiencing on
three foreign military OEM contracts (the result of competitive pricing
pressures and/or technical problems), (ii) low gross profits the Company is
experiencing on two wireless telecommunications orders ( the result of sluggish
demand which has created manufacturing inefficiencies) and (iii) a lower than
anticipated absorption of overhead expenses.

      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, 1999 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; technical, production, reliability or quality problems; and
price competition.

      General and Administrative Expenses. General and administrative expenses
remained relatively stable at $1.0 million in both the first quarters of 1999
and 1998, but represented 5.8% and 8.5%, respectively, of net sales.

      Selling Expenses. Selling expenses increased by 16% to $1.0 million in the
first quarter of 1999 from $0.9 million in the first quarter of 1998,
representing 6.0% and 7.9%, respectively, of net sales. The increase in selling
expenses resulted primarily from higher bid and proposal activities and
increased product demonstration requests by both wireless telecommunications and
other commercial products customers, and higher sales representative
commissions, the result of product sales mix variations and the higher overall
sales volume.

      Research and Development Expenses. Research and development expenses
increased by 14% to $1.6 million in the first quarter of 1999 from $1.4 million
in the first quarter of 1998, representing 9.4% and 12.3%, respectively, of net
sales. The increase in research and development expenses resulted primarily from
increased military and wireless telecommunications product development efforts.
The Company believes that the continued introduction of


                                    Page 10
<PAGE>

new products is essential to its competitiveness, especially in the wireless
telecommunications market, and is committed to continued investment in research
and development.

      Interest Expense. Interest expense remained relatively stable at $0.3
million in both the first quarters of 1999 and 1998 but represented 1.7% and
2.4%, respectively, of net sales.

      Provision for Income Taxes. The Company's effective tax rate increased to
36.7% in the first quarter of 1999 from 10.7% in the first quarter of 1998. The
effective tax rate for both the first quarters of 1999 and 1998 were favorably
impacted by the partial recovery of a previously reserved deferred tax asset as
a result of the Company's improved profitability position as compared to the
same periods in 1998 and 1997, respectively. Without the benefit of this change
in the reserve, the effective tax rate for both the first quarters of 1999 and
1998 would have been 40.0%. The Company will continue to assess the reserved
deferred tax asset each reporting quarter. There can no assurances, however,
that the Company will continue to achieve taxable income in the future.

Liquidity and Capital Resources

      Since the Company successfully completed its IPO in 1995, the Company has
financed its operations and met its capital requirements through the following
two sources: (i) a credit facility and/or (ii) cash provided by operating
activities.

      In February 1998, the Company entered into a loan agreement with IBJ
Whitehall Business Credit Corporation ("IBJ") which provides for a $15.45
million credit facility consisting of a revolving line of credit in the amount
of $10.3 million, a term loan in the amount of $2.15 million and a $3.0 million
capital equipment ("Capex") loan facility. The revolving line of credit and both
the term loan and Capex loan bear interest at annual rates equal to the prime
rate plus 0.5% and the prime rate plus 0.75%, respectively. The credit facility
matures in February 2001 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 term loan requires a
monthly principal payment of $0.05 million. The revolver increases each month
commensurate with term loan repayments until a maximum revolving line of credit
of $12.0 million is reached. The Capex loan requires monthly principal payments
that are recalculated each month based on the prior month's Capex borrowings, if
any, amortized over 60 months. Capex loans borrowings had to occur prior to
February 27, 1999, at which time the aggregate Capex loan borrowings totaled
$3.0 million. At March 31, 1999, the term loan balance was $1.5 million,
borrowings due under the Capex facility were $2.6 million and borrowings under
the $10.95 million revolving line of credit were $4.8 million. In addition, $3.9
million of the revolving line of credit is committed to the Company's
outstanding letters of credit. 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 provided net cash and used net cash of $0.45 million
and $0.03 million in the first three months of 1999 and 1998, respectively. From
December 31, 1998 to March 31, 1999, inventory increased by $2.3 million,
accounts payable and accrued liabilities increased by $1.9 million, customer
advance payments decreased by $0.9 million and accounts receivable remained
stable. The increase in inventory was primarily due to an increase in finished
goods and raw materials inventory for wireless telecommunications products. The
increase in accounts payable and accrued liabilities was primarily the result of
higher supplier trade credit. The decrease in customer advance payments was
primarily due to the use of advance payments received in the fourth quarter of
1997 and in the second quarter of 1998, from a foreign military OEM. Investing
activities, which consisted of equipment acquisitions, used net cash of $1.0
million and $0.1 million in the first three months of 1999 and 1998,
respectively. Financing activities, which consisted primarily of proceeds from
long-term debt, principal payments of long-term debt, net repayments made on the
revolving line of credit and net proceeds from the issuance of common stock
(upon the exercise of stock options), provided net cash of $ 0.57 million and
$0.06 million in the first three months of 1999 and 1998, respectively.


                                    Page 11
<PAGE>

      Capital expenditures were $1.0 million and $0.1 million in the first three
months of 1999 and 1998, respectively. These expenditures were funded primarily
through the Company's credit facility. Principal expenditures for the first
three months of 1999 included engineering and manufacturing test equipment, a
third stencil printer and convection oven to support the Company's automated
assembly efforts and enhancements to the Company's CAD systems. The Company
anticipates making additional capital expenditures of approximately $1.5 million
during the remainder of 1999, including the purchase of additional engineering
and manufacturing test equipment, computer equipment upgrades, continued
enhancements to its CAE/CAD systems and possibly the purchase of a third
automated surface-mount pick-n-place machine. It is anticipated that capital
expenditures for 1999 will be financed by the Company's credit facility, cash
provided by operating activities and/or third party financing sources.

      As of March 31, 1999, the Company had working capital of approximately
$23.5 million, compared to approximately $21.7 million as of December 31, 1998.
Working capital as of March 31, 1999 included approximately $12.2 million and
$21.1 million in accounts receivable and inventory, respectively compared to
December 31, 1998 working capital which included approximately $12.2 million and
$18.9 million in accounts receivable and inventory, respectively. The Company's
current ratio (ratio of current assets to current liabilities) as of both March
31, 1999 and December 31, 1998 was 2.6:1. As of both March 31, 1999 and December
31, 1998, the Company's debt to equity ratio was 0.6:1.

      The Company believes that cash generated from operations, amounts
available under its credit facility, and/or other 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.

      YEAR 2000 - The Company has developed a Year 2000 Readiness Plan. This
plan addresses three main areas: (a) information technology systems (including
the Company's business systems, engineering and test equipment, both hardware
and software related), (b) non-information technology systems (including
embedded technology such as microcontrollers, typically found in such equipment
as telephone systems, fax systems, elevators, security systems, HVAC, etc.) and
(c) supply chain readiness or third party issues (including customers as well as
inventory and non-inventory suppliers). The Company's Chief Operating and
Financial Officer has been tasked with overseeing this process and reports
periodically to the Company's Board of Directors.

      The Company has identified potential deficiencies related to Year 2000 in
its information technology systems and is in the process of addressing them
through upgrades or other remediation. For example, in 1997 the Company's
business and computing system was upgraded and is now Year 2000 compliant
(according to the Company's software providers). The Company expects to complete
remediation and testing of its internal systems in the second quarter of 1999.
In terms of non-information technology systems, the Company has identified those
material items which may require remediation or replacement. The Company is in
the process of addressing those items and expects to complete remediation or
replacement and testing of its non-information technology systems in the second
quarter of 1999. As for third parties, the Company is in the process of
identifying and contacting suppliers, both inventory and non-inventory, as well
as customers. This process includes the solicitation of written responses to
questionnaires and/or meetings with certain third parties. The Company expects
to have a better understanding of the Year 2000 readiness of these third parties
over the next several months.

      Based upon the Company's current estimates, additional out-of-pocket costs
associated with its Year 2000 compliance are not expected to be material. These
costs are anticipated to be incurred primarily in 1999 and include third party
consultants, remediation of existing computer software and replacement or
remediation of embedded chips. Such costs do not include internal management
time and the deferral of other projects, the effects of which are not expected
to be material to the Company's results of operations or financial condition. At
this point in time, the Company believes that it is difficult to specifically
identify the cause of the most reasonable worst case Year 2000 scenario. As with
all engineering and manufacturing companies, a reasonable worst case scenario
would be the 


                                    Page 12
<PAGE>

result of failures of third parties (including, without limitation, governmental
entities and entities with which the Company has no direct involvement) that
continue for more than several days in various geographic areas from which the
Company's raw materials and components are sourced or to which the Company's
products are sold. In connection with the production of products and the
procurement of raw materials and components, the Company is considering various
contingency plans. Continuing failures in key geographic areas in the United
States and in certain European and Asian countries that limit procurement or
delivery of product, would most likely have a material adverse effect on the
Company's results of operations. The extent of such lost revenue cannot be
estimated at this time; however, the Company is considering contingency plans to
limit, to the extent possible, the effect of such lost revenue on the Company's
result of operations. Any such plans would necessarily be limited to matters
over which the Company can reasonably control.

      The Company's Year 2000 efforts are ongoing and its overall plan, as well
as the consideration of contingency plans, will continue to evolve as new
information becomes available. While the Company anticipates continuity of its
business activities, that continuity will be dependent upon its ability, and the
ability of third parties with whom the Company relies on directly, or
indirectly, to be Year 2000 compliant.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

      The Company's principal financial instrument is long-term debt under a
credit facility (consisting of a revolving line of credit, term loan and Capex
loan facility) that provides for interest at a spread above the prime rate. The
Company is affected by market risk exposure primarily through the effect of
changes in interest rates on amounts payable by the Company under this credit
facility. A significant rise in the prime rate could materially adversely affect
the Company's business, financial condition and results of operations. At March
31, 1999, an aggregate principal amount of $8.9 million was outstanding under
the Company's credit facility, with spreads ranging from 0.5% to 0.75% over
prime, and represented a weighted average annual interest rate of 9.5%. If
principal amounts outstanding under the Company's credit facility remained at
this level for an entire year and the prime rate increased or decreased,
respectively, by 1.1%, the Company would pay or save, respectively, an
additional $0.1 million in interest in that year. The Company does not utilize
derivative financial instruments to hedge against changes in interest rates or
for any other purpose.

      Where appropriate, the Company requires that letters of credit be provided
on foreign sales. In addition, all transactions by the Company are denominated
in U.S. dollars. As such, the Company has shifted foreign currency exposure onto
its foreign customers. As a result, if exchange rates move against foreign
customers, the Company could experience difficulty collecting unsecured accounts
receivable, the cancellation of existing orders or the loss of future orders.
The foregoing could materially adversely affect the Company's business,
financial condition and results of operations.

PART II -- OTHER INFORMATION

ITEM 1. Legal Proceedings

      Reference is made to Part I, Item 3 of the Company's Annual Report on Form
10-K for the year ended December 31, 1998, as filed March 19, 1999.

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

      (a) Exhibit 27.1           Financial Data Schedule.

      (b) No reports on Form 8-K were filed during the quarter ending March 31,
      1999.


                                    Page 13
<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:       April 28, 1999         /s/ Edward J. Shubel
       --------------------------   ------------------------------
                                    By: Edward J. Shubel
                                    President and CEO


Dated:       April 28, 1999         /s/ Paul E. Donofrio
       --------------------------   ------------------------------
                                    By: Paul E. Donofrio
                                    Executive Vice President, COO and CFO
                                    (Principal Financial and Accounting Officer)