UNITED STATES

                SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C. 20549             

                             FORM 10-Q

Quarterly Report Pursuant to Section 13 OR 15(d) of the Securities Exchange
Act of 1934.

For the quarterly period ended                 December 31, 1995 

Commission file number                         0-10976 


                    MICROWAVE FILTER COMPANY, INC.
        (Exact name of registrant as specified in its charter.)       

          New York                          16-0928443
  (State of Incorporation)         (I.R.S. Employer Identification
                                              Number)

6743 Kinne Street, East Syracuse, N.Y.           13057   
(Address of Principal Executive Offices)       (Zip Code)

Registrant's telephone number, including area code:  (315) 437-3953

   Indicate by check mark whether 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 shorter period that
the registrant was required to file such reports), and (2) has been 
subject to such filing requirements for the past 90 days.

                   YES ( x )          NO (   )


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

   Common Stock, $.10 Par Value -    3,326,779 shares as of December
31, 1995.

<PAGE>

                     PART I. - FINANCIAL INFORMATION


                     MICROWAVE FILTER COMPANY, INC.
                     
                  CONSOLIDATED STATEMENTS OF OPERATIONS

                          FOR THE THREE MONTHS 

                    ENDED DECEMBER 31, 1995 AND 1994
                              (Unaudited)


(Amounts in thousands, except per share data)

                                Three months ended        
                                     Dec. 31                    
                                1995          1994         
[S]                            [C]           [C]            
Net sales                      $2,091        $1,964          

Cost of goods sold              1,253         1,293         
                               -------       -------      
Gross profit                      838           671       

Selling, general and
 administrative expenses          646           651          
                               -------       -------      
Income (loss) from 
 operations                       192            20         

Other income (expense)              1            (4)          
                               -------       -------       
Income (loss) before
 income taxes                     193            16          

Provision (benefit)
 for income taxes                  67             5          
                               -------       -------      
NET INCOME (LOSS)                 126            11          
                               =======       =======      
Earnings (loss) per share       $0.04         $0.00       
                               =======       =======      

[FN]
See Accompanying Notes to Consolidated Financial Statements 


<PAGE>  
                         MICROWAVE FILTER COMPANY, INC.

                          CONSOLIDATED BALANCE SHEETS
                              

                               DECEMBER 31, 1995       SEPTEMBER 30, 1995
                                   (Unaudited)
[S]                                 [C]                    [C]         
Assets
Current Assets:
Cash and cash equivalents           $   962                $   521
Accounts receivable-trade,net           771                    879 
Inventories                           1,839                  1,969
Prepaid expenses and other 
 current assets                         215                    215 
                                     --------              --------
Total current assets                  3,787                  3,584

Property,plant and equipment,net      1,568                  1,625

Other assets                             61                     65
                                    --------               --------
Total assets                        $ 5,416                $ 5,274    
                                    ========               ========
 
Liabilities And Stockholders' Equity
Current liabilities:
Current portion of long term 
 debt                               $   148                $   147  
Accounts payable                        354                    362
Customer deposits                       302                    282   
Accrued federal and state 
 income taxes                            98                     43    
Accrued payroll and related 
 expenses                                71                     91 
Accrued compensated absences            195                    183
Other current liabilities                74                     83
                                    --------               --------
Total current liabilities             1,242                  1,191
                                    --------               --------
Long term debt, less current
 portion                                403                    440
Deferred compensation and
 other liabilities                       58                     59
                                    --------               --------
Total liabilities                     1,703                  1,690
                                    --------               --------
Stockholders' Equity:
Common stock,$.10 par value             401                    400
Additional paid-in capital            2,884                  2,881 
Retained earnings                     1,065                    940  
                                    --------               --------
                                      4,350                  4,221
Common stock in treasury,
 at cost                               (637)                  (637)
                                    --------               --------
Total stockholders' equity            3,713                  3,584
                                    --------               --------
Total liabilities and
 stockholders' equity               $ 5,416                $ 5,274
                                    ========               ========

[FN]
See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                          MICROWAVE FILTER COMPANY, INC. 

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                           FOR THE THREE MONTHS ENDED

                           DECEMBER 31, 1995 AND 1994
                                 (Unaudited)

                                Three months ended        
                                  December 31                  
                                1995          1994        
[S]                          [C]            [C]           
Cash flows from operating                                                  
 activities:

Net income                   $  126        $    11     
Adjustments to reconcile
 net income to net cash
 provided by operating
 activities:
Depreciation and amortization    85             98        

Change in assets and liabilities:
(Increase) decrease in:
Accounts receivable             108            (78)         
Inventories                     129           (282)      
Prepaid expenses & other
 assets                          (3)           (21)           
Increase (decrease) in:
Accounts payable & accrued
 expenses                        50             99        
Deferred compensation &
 other liabilities               (1)            (1)        
                             -------        -------    
Net cash provided by
 operating activities           494           (174)          
                             -------        -------    
Cash flows from investing activities:
Capital expenditures            (21)           (23)      

Cash flows from financing activities:
Principal payments on 
 long-term debt                 (36)           (32)       
Proceeds from sale of
 common stock                     4              3          
Purchase of treasury 
 stock                            0            (97)           
                             -------        -------     
Increase (decrease) in cash
 and cash equivalents           441           (323)        
Cash and cash equivalents
 at beginning of period         521            657         
                             -------        -------       
Cash and cash equivalents 
 at end of period            $  962         $  334      
                             =======        =======      

[FN]

See Accompanying Notes to Consolidated Financial Statements

<PAGE>
                    MICROWAVE FILTER COMPANY, INC.
 
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   

                         DECEMBER 31, 1995


Note 1. Summary of Significant Accounting Policies

  The accompanying financial statements, which should be read in conjunction
with the financial statements of Microwave Filter Company, Inc. ("the 
Company") included in the 1995 Annual Report filed on Form 10-K, are 
unaudited but have been prepared in the ordinary course of business for
the purpose of providing information with respect to the interim period.
The Company believes that all adjustments (none of which were other than
normal recurring accruals) necessary for a fair presentation for such
periods have been included.

Note 2. Earnings (loss) per share

  Earnings (loss) per common share are calculated based upon the weighted 
average number of shares of common stock outstanding during the periods 
including, when significant, any common stock equivalents and after 
restatement of any stock dividends. The weighted average number of shares
used for the computations were 3,324,564 and 3,302,491 for the three months 
ending December 31, 1995 and December 31, 1994, respectively.

Note 3. Inventories

  Inventories are stated at the lower of cost determined on the first-in,
first-out method or market. 
  
  Inventories consisted of the following:
                                           December 31,     September 30,
                                               1995             1995

  Raw materials and stock parts              $   957          $ 1,107
  Work-in-process                                386              394
  Finished goods                                 496              468
                                             -------          -------    
                                             $ 1,839          $ 1,969
                                             =======          =======

<PAGE>
           

                    MICROWAVE FILTER COMPANY, INC.
           
                     MANAGEMENT'S DISCUSSION AND 
                 ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS

                          DECEMBER 31, 1995

  Micowave Filter Company, Inc. achieved record first quarter sales of
$2,091,015 during the first quarter of fiscal 1996 which ended December
31, 1995.

  Net sales increased $127,298 or 6.5% to $2,091,015 during the three
months ended December 31, 1995 when compared to sales of $1,963,717 during
the same period last year.

  Net income increased $115,614 or 1,087% to $126,253 during the three
months ended December 31, 1995 when compared to net income of $10,639
during the same period last year.

  As a percentage of sales, gross profit increased $166,892 to 40.1% during 
the three months ended December 31, 1995 when compared to 34.2% during 
the same period last year.

  As a percentage of sales, selling, general and administrative expenses
decreased to 30.9% during the three months ended December 31, 1995 when
compared to 33.2% during the same period last year.

  The increase in profits can be attributed to the increase in sales,
improved margins and a decrease in operating expenses when compared
to the same period last year.

  Your Company's primary objective continues to be new product development
and an aggressive marketing plan to maximize performance and shareholder
value.

  Cash and cash equivalents increased $441,379 to $962,055 at December 31, 
1995 when compared to September 30, 1995. The increase was a result of 
$494,310 in net cash provided by operating activities, $20,630 in net cash 
used for capital expenditures and $32,301 in net cash used in financing 
activities. 

  At December 31, 1995, the Company had available aggregate lines of credit
totaling $600,000. In addition, the Company has a Letter of Credit facility
available, for up to $500,000, which will be secured by specified inventory
being purchased. At December 31, 1995, the Company had $60,319 in letters of
credit outstanding. 

  Management believes that its working capital requirements for the forseeable
future will be met by its existing cash balances, future cash flows and its
current credit arrangements.  

 
  

<PAGE>
                     PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

         The Company is unaware of any material threatened or pending
         litigation against the company. 

Item 2.  Changes in Securities

         None during this reporting period. 

Item 3.  Defaults Upon Senior Securities

         The Company has no senior securities.

Item 4.  Submission of Matters to a Vote of Security Holders

         None during this reporting period. 

Item 6.  Exhibits and Reports on Form 8-K

         None.


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

                               MICROWAVE FILTER COMPANY, INC.


January 15, 1996                  Carl F. Fahrenkrug 
(Date)                           --------------------------
                                 Carl F. Fahrenkrug
                                 Chief Executive Officer

January 15, 1996                  Richard L. Jones
(Date)                           --------------------------
                                 Richard L. Jones
                                 Chief Financial Officer