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                 March 31, 2006


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) 438-4700

        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 by check mark whether the registrant is a large accelerated
filer, an accelerated filer or a non-accelerated filer (as defined in Rule
12b-2 of the Exchange Act). (Check one):

Large Accelerated Filer (  ) Accelerated Filer (  ) Non-Accelerated Filer ( X )

        Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).

YES (   )          NO ( X )

        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 -    2,902,352 shares as of March 31, 2006.


<PAGE>
                       PART I. - FINANCIAL INFORMATION

                         MICROWAVE FILTER COMPANY, INC.
                          CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)
                               March 31, 2006       September 30, 2005
                                (Unaudited)
Assets

Current Assets:

Cash and cash equivalents           $   758                $ 1,252
Investments                             813                    823
Accounts receivable-trade, net          477                    495
Federal and state income tax
 recoverable                             33                      0
Inventories                             589                    556
Prepaid expenses and other
 current assets                         114                    150
                                    -------                -------

Total current assets                  2,784                  3,276

Property, plant and equipment, net      618                    659

Deferred tax asset - noncurrent          49                     49
                                    -------                -------

Total assets                        $ 3,451                $ 3,984
                                    =======                =======

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable                    $   167                $   190
Customer deposits                        35                     10
Accrued federal and state
 income taxes                             0                     23
Accrued payroll and related
 expenses                                80                     60
Accrued compensated absences            240                    228
Other current liabilities                64                    142
                                    -------                -------

Total current liabilities               586                    653
                                    -------                -------

Total liabilities                       586                    653
                                    -------                -------






Stockholders' Equity:

Common stock,$.10 par value             432                    432
Additional paid-in capital            3,249                  3,249
Retained earnings                       704                  1,159
                                    -------                -------

                                      4,385                  4,840
Common stock in treasury,
 at cost                             (1,520)                (1,509)
                                    -------                -------

Total stockholders' equity            2,865                  3,331
                                    -------                -------

Total liabilities and
 stockholders' equity               $ 3,451                $ 3,984
                                    =======                =======

<FN>
See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                      MICROWAVE FILTER COMPANY, INC.
                  CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS AND SIX MONTHS
                      ENDED MARCH 31, 2006 AND 2005
                              (Unaudited)

(Amounts in thousands, except per share data)


                                Three months ended         Six months ended
                                     March 31                   March 31
                                2006          2005         2006         2005

Net sales                      $1,292        $1,412       $2,373       $2,592

Cost of goods sold                811           847        1,531        1,605
                               ------        ------       ------       ------
Gross profit                      481           565          842          987

Selling, general and
 administrative expenses          542           474        1,044          910
                               ------        ------       ------       ------
(Loss) income from
  operations                      (61)           91         (202)          77

Other income (net),
  principally interest             19             8           38           17
                               ------        ------       ------       ------

(Loss) income before
  income taxes                    (42)           99         (164)          94

Provision for income
  taxes                             0             7            0            7
                               ------        ------       ------       ------

NET (LOSS) INCOME                ($42)          $92        ($164)         $87
                               ======        ======       ======       ======
Per share data:

Basic (loss) earnings
   per share                   ($0.01)        $0.03       ($0.06)       $0.03
                               ======        ======       ======       ======
Diluted (loss) earnings
   per share                   ($0.01)        $0.03       ($0.05)       $0.03
                               ======        ======       ======       ======
Shares used in computing
   net (loss) earnings per share:
   Basic                        2,908         2,911        2,908        2,907
   Diluted                      3,046         3,049        3,047        3,051

<FN>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>

                         MICROWAVE FILTER COMPANY, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED MARCH 31, 2006 AND 2005
                                 (Unaudited)

(Amounts in thousands)


                                         Six months ended
                                             March 31
                                         2006        2005

Cash flows from operating
 activities:

Net (loss) income                        ($ 164)     $  87

Adjustments to reconcile
 net (loss) income to net
 cash (used in) provided by
 operating activities:
Depreciation and amortization                80         98

Change in assets and liabilities:
Accounts receivable                          18        (16)
Federal and state income
 tax recoverable                            (33)         0
Inventories                                 (33)       (12)
Prepaid expenses & other
 assets                                      37        (12)
Accounts payable & accrued
 expenses                                   (68)        59
Customer deposits                            25        (46)
Federal and state income tax
 taxes payable                              (23)         8
                                          -----      -----
Net cash (used in) provided
 by operating activities                   (161)       166
                                          -----      -----

Cash flows from investing
activities:
Investments                                   9         15
Capital expenditures                        (40)       (26)
                                          -----      -----
Net cash used in
 investing activities                       (31)       (11)
                                          -----      -----

Cash flows from financing
activities:
Stock options exercised                       0          9
Purchase of treasury stock                  (11)        (1)
Cash dividend paid                         (291)         0
                                          -----      -----
Net cash (used in) provided
 by financing activities                   (302)         8
                                          -----      -----

(Decrease) increase in cash
 and cash equivalents                      (494)       163

Cash and cash equivalents
 at beginning of period                   1,252        817
                                          -----      -----

Cash and cash equivalents
 at end of period                         $ 758      $ 980
                                          =====      =====



<FN>


See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                        MICROWAVE FILTER COMPANY, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                MARCH 31, 2006


Note 1. Summary of Significant Accounting Policies

  The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. The operating results for the six
month period ended March 31, 2006 are not necessarily indicative of the
results that may be expected for the year ended September 30, 2006. For
further information, refer to the consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10K for the year ended
September 30, 2005.

Note 2. Industry Segment Data

  The Company's primary business segments involve (1) operations of Microwave
Filter Company, Inc. (MFC) which designs, develops, manufactures and sells
electronic filters, both for radio and microwave frequencies, to help process
signal distribution and to prevent unwanted signals from disrupting transmit
or receive operations. Markets served include cable television, television and
radio broadcast, satellite broadcast, mobile radio, commercial communications
and defense electronics; and (2) Niagara Scientific, Inc. (NSI), a wholly
owned subsidiary, which custom designs case packing machines to automatically
pack products into shipping cases. Customers are typically processors of food
and other commodity products with a need to reduce labor cost with a modest
investment and quick payback.

Information by segment is as follows:
                               Three months ended    Six months ended
 (thousands of dollars)             March 31             March 31,
                                 2006      2005       2006      2005

Net Sales (Unaffiliated):
   MFC                          $1,282    $1,392     $2,361    $2,415
   NSI                              10        20         12       177
                                ------    ------     ------    ------
   Total                        $1,292    $1,412     $2,373    $2,592
                                ======    ======     ======    ======

Operating (loss) profit: (a)
   MFC                           ($46)     $105       ($175)      $59
   NSI                            (15)      (14)        (27)       18
                                 -----     -----      -----     -----
   Total                         ($61)      $91       ($202)      $77
                                 =====     =====      =====     =====

Identifiable assets: (b)
   MFC                          $2,642    $2,678     $2,642    $2,678
   NSI                              51        85         51        85
                                ------    ------     ------    ------
   Subtotal                      2,693     2,763      2,693     2,763
   Corporate Assets - Cash
   And Cash Equivalents            758       980        758       980
                                ------    ------     ------    ------
   Total                        $3,451    $3,743     $3,451    $3,743
                                ======    ======     ======    ======

(a) Operating profit (loss) is total revenue less cost of goods sold and
operating expenses. In computing operating profit, none of the following items
have been added or deducted: interest expense, income taxes and miscellaneous
income. Expenses incurred on behalf of both Companies are allocated based upon
estimates of their relationship to each entity.

(b) Identifiable assets by industry are those assets that are used in the
Companies operations in each industry.



<PAGE>
Note 3. Cash Dividend

 On November 9, 2005, the Board of Directors of Microwave Filter Company, Inc.
declared a ten cents per share cash dividend to shareholders of record on
December 9, 2005 to be distributed on January 9, 2006. The cash dividend
totaled $290,914.


Note 4. Inventories

 Inventories are stated at the lower of cost determined on the first-in,
first-out method or market.

 Inventories net of reserve for obsolescence consisted of the following:

  (thousands of dollars)             March 31, 2006     September 30, 2005

Raw materials and stock parts              $476                 $448
Work-in-process                              43                   42
Finished goods                               70                   66
                                           ----                 ----
                                           $589                 $556
                                           ====                 ====

 The Company's reserve for obsolescence equaled $362,139 at March 31,
2006 and September 30, 2005.


Note 5. Income Taxes

  The Company accounts for income taxes under Statement of Financial
Accounting Standards (SFAS) No. 109.  Deferred tax assets and liabilities are
based on the difference between the financial statement and tax basis of
assets and liabilities as measured by the enacted tax rates which are
anticipated to be in effect when these differences reverse. The deferred tax
provision is the result of the net change in the deferred tax assets and
liabilities.  A valuation allowance is established when it is necessary to
reduce deferred tax assets to amounts expected to be realized. As a result of
the Company's losses, the Company recorded a non-cash charge to establish a
valuation allowance of $288,293 against net deferred tax assets during the
fiscal year ended September 30, 2004. The charge was calculated in accordance
with the provisions of Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes (SFAS 109), which requires an assessment of both
positive and negative evidence when measuring the need for a valuation
allowance. Evidence, such as operating results during the most recent three-
year period, is given more weight when due to our current lack of visibility,
there is a greater degree of uncertainty that the level of future
profitability needed to record the deferred tax assets will be achieved. The
Company's losses for that three-year period represented sufficient negative
evidence to require a valuation allowance under the provisions of SFAS 109.
The Company will maintain a valuation allowance until sufficient positive
evidence exists to support its reduction or reversal.

<PAGE>
Note 6. Stock Options

  On April 9, 1998, the Board of Directors and Shareholders of Microwave
Filter Company, Inc. approved the 1998 Microwave Filter Company, Inc.
Incentive Stock Plan (the "1998 Plan"). Under the 1998 Plan, the Company may
grant incentive stock options ("ISOs"), non-qualified stock options ("NQSOs")
and stock appreciation rights to directors, officers and employees of the
Company and its affiliates. The 1998 Plan reserves 150,000 shares for
issuance. The exercise price of the ISOs and NQSOs will be 100% of the fair
market value of the Common Stock on the date the ISOs and NQSOs are granted.
The 1998 Plan will terminate on April 10, 2008. On June 21, 2004, the Board of
Directors granted ISOs totaling 115,000 shares and NQSOs totaling 35,000
shares at an exercise price of $1.47. All options were 100% vested.

  We account for our incentive stock plan under the recognition and
measurement principles of Accounting Principles Board Opinion No. 25,
Accounting for stock issued to employees. No compensation expense has been
recognized in the accompanying financial statements relative to our stock
option plan.

A summary of all stock option activity and information related to all options
outstanding follows:




<TABLE>
<CAPTION>
                                    Six months ended
                                     March 31, 2006
                                   ------------------
                            ISOs                     NQSOs
                          --------                  --------
                       Exercise   Shares         Exercise   Shares
                        Price                     Price
                       --------  --------        --------  --------
<S>                    <C>       <C>             <C>       <C>
Outstanding at
 beginning of period   $1.47     108,548         $1.47     30,000
Granted                  -           0             -          0
Exercised                -           0             -          0
Cancelled                -           0             -          0
                       ------   --------         ------  --------
Outstanding at
  end of period        $1.47     108,548         $1.47     30,000
                       ------   --------         ------  --------
Exercisable at
  end of period        $1.47     108,548         $1.47     30,000
                       ------   --------        -------  --------

</TABLE>

<PAGE>



                        MICROWAVE FILTER COMPANY, INC.

                          MANAGEMENT'S DISCUSSION AND
                      ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS


  Microwave Filter Company, Inc. operates primarily in the United States and
principally in two industries. The Company extends credit to business
customers based upon ongoing credit evaluations. Microwave Filter Company,
Inc. (MFC) designs, develops, manufactures and sells electronic filters, both
for radio and microwave frequencies, to help process signal distribution and
to prevent unwanted signals from disrupting transmit or receive operations.
Markets served include cable television, television and radio broadcast,
satellite broadcast, mobile radio, commercial communications and defense
electronics. Niagara Scientific, Inc. (NSI), a wholly owned subsidiary, custom
designs case packing machines to automatically pack products into shipping
cases. Customers are typically processors of food and other commodity products
with a need to reduce labor cost with a modest investment and quick payback.



Critical Accounting Policies


  The Company's consolidated financial statements are based on the application
of generally accepted accounting principles (GAAP).  GAAP requires the use of
estimates, assumptions, judgments and subjective interpretations of accounting
principles that have an impact on the assets, liabilities, revenue and expense
amounts  reported.  The Company believes its use of estimates and underlying
accounting assumptions adhere to GAAP and are consistently applied. Valuations
based on estimates are reviewed for reasonableness and adequacy on a
consistent  basis  throughout  the  Company. Primary areas where financial
information of the Company is subject to the use of estimates, assumptions and
the application  of judgment include revenues, receivables, inventories, and
taxes. Note 1 to the consolidated financial statements in our Annual Report on
Form 10-K for the fiscal year ended September 30, 2005 describes the
significant accounting policies used in preparation of the consolidated
financial statements. The most significant areas involving management
judgments and estimates are described below and are considered by management
to be critical to understanding the financial condition and results of
operations of the Company.

  Revenues from product sales are recorded as the products are shipped and
title and risk of loss have passed to the customer, provided that no
significant vendor or post-contract support obligations remain and the
collection of the related receivable is probable. Billings in advance of the
Company's performance of such work are reflected as customer deposits in the
accompanying consolidated balance sheet.

  Allowances for doubtful accounts are based on estimates of losses related to
customer receivable balances.  The establishment of reserves requires the use
of judgment and assumptions regarding the potential for losses on receivable
balances.

<PAGE>

  The Company's inventories are stated at the lower of cost determined on the
first-in, first-out method or market.  The Company uses certain estimates and
judgments and considers several factors including product demand and changes
in technology to provide for excess and obsolescence reserves to properly
value inventory.

  The Company established a warranty reserve which provides for the estimated
cost of product returns based upon historical experience and any known
conditions or circumstances. Our warranty obligation is affected by product
that does not meet specifications and performance requirements and any related
costs of addressing such matters.

  The Company accounts for income taxes under Statement of Financial
Accounting Standards (SFAS) No. 109.  Deferred tax assets and liabilities are
based on the difference between the financial statement and tax basis of
assets and liabilities as measured by the enacted tax rates which are
anticipated to be in effect when these differences reverse. The deferred tax
provision is the result of the net change in the deferred tax assets and
liabilities.  A valuation allowance is established when it is necessary to
reduce deferred tax assets to amounts expected to be realized. As a result of
the Company's losses, the Company recorded a non-cash charge to establish a
valuation allowance of $288,293 against net deferred tax assets for the fiscal
year ended September 30, 2004. The charge was calculated in accordance with
the provisions of Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes (SFAS 109), which requires an assessment of both
positive and negative evidence when measuring the need for a valuation
allowance. Evidence, such as operating results during the most recent three-
year period, is given more weight when due to our current lack of visibility,
there is a greater degree of uncertainty that the level of future
profitability needed to record the deferred tax assets will be achieved. The
Company's losses for that three-year period represented sufficient negative
evidence to require a valuation allowance under the provisions of SFAS 109.
The Company will maintain a valuation allowance until sufficient positive
evidence exists to support its reduction or reversal.

<PAGE>

RESULTS OF OPERATIONS


THREE MONTHS ENDED MARCH 31, 2006 vs. THREE MONTHS ENDED MARCH 31, 2005

The following table sets forth the Company's net sales by major product
group for the three months ended March 31, 2006 and 2005.


Product group (in thousands)          Fiscal 2006    Fiscal 2005

Niagara Scientific                       $   10         $   20
Microwave Filter:
  Cable TV                                  386            557
  Satellite                                 253            243
  RF/Microwave                              615            571
  Broadcast TV                               28             21
                                         ------         ------
    Total                                $1,292         $1,412
                                         ======         ======
Sales backlog at 3/31                    $  476         $  756
                                         ======         ======

  Net sales for the three months ended March 31, 2006 equaled $1,292,429, a
decrease of $119,351 or 8.5%, when compared to net sales of $1,411,780 for the
three months ended March 31, 2005.

  MFC sales for the three months ended March 31, 2006 equaled $1,282,683, a
decrease of $108,954 or 7.8%, when compared to sales of $1,391,637 for the
three months ended March 31, 2005. The decrease in MFC sales can primarily be
attributed to a decrease in the sales of the company's standard Cable TV
products. MFC's Cable TV product sales decreased $171,178 or 30.7% to $385,783
during the three months ended March 31, 2006 when compared to Cable TV product
sales of $556,961 during the same period last year. Management attributes the
decrease in Cable TV product sales to the transition from analog to digital
television.

  MFC's RF/Microwave product sales increased $45,137 or 7.9% to $615,582 for
the three months ended March 31, 2006 when compared to RF/Microwave product
sales of $570,445 during the same period last year. MFC's RF/Microwave
products are sold primarily to original equipment manufacturers (OEMs) that
serve the mobile radio, commercial communications and defense electronics
markets. The Company continues to invest in production engineering and
infrastructure development to penetrate OEM (Original Equipment Manufacturer)
market segments as they become popular. MFC is concentrating its technical
resources and product development efforts toward potential high volume
customers as part of a concentrated effort to provide substantial long-term
growth.

  MFC's sales order backlog equaled $476,167 at March 31, 2006 compared to
sales order backlog of $700,835 at December 31, 2005 and sales order backlog
of $692,595 at September 30, 2005. However, backlog is not necessarily
indicative of future sales. Accordingly, the Company does not believe that its
backlog as of any particular date is representative of actual sales for any
succeeding period. The total MFC sales order backlog at March 31, 2006 is
scheduled to ship by September 30, 2006.

<PAGE>
  NSI sales for the three months ended March 31, 2006 equaled $9,746, a
decrease of $10,397, when compared to sales of $20,143 for the three months
ended March 31, 2005. For the last five quarters NSI's sales have consisted
primarily of spare part orders and management expects this trend to continue.
NSI's sales order levels have been impacted negatively by the sluggish economy
and reduced capital spending. NSI has also been concentrating on quoting low
risk jobs in an effort to maintain targeted profit margins. Although this may
impact sales levels, it should improve profit margins and also allow
engineering resources to focus on higher priorities. At March 31, 2006, NSI's
backlog of orders equaled $0, when compared to backlog of $0 at December 31,
2005.

  Gross profit for the three months ended March 31, 2006 equaled $481,483, a
decrease of $83,568 or 14.8%, when compared to gross profit of $565,051 for
the three months ended March 31, 2005. As a percentage of sales, gross profit
equaled 37.3% for the three months ended March 31, 2006 compared to 40.0% for
the three months ended March 31, 2005. The decreases in gross profit can
primarily be attributed to the decrease in sales volume this year when
compared to the same period last year.

  Selling, general and administrative (SGA) expenses for the three months
ended March 31, 2006 equaled $542,275, an increase of $67,958 or 14.3%, when
compared to SG&A expenses of $474,317 for the three months ended March 31,
2005. The increase can primarily be attributed to an increase in payroll and
payroll related expenses and an increase in marketing expenses during the
three months ended March 31, 2006 when compared to the same period last year.
As a percentage of sales, SGA expenses  increased to 42.0% for the three
months ended March 31, 2006 compared to 33.6% for the three months ended March
31, 2005. The increase can be attributed to both the lower sales volume and
the higher expenses this year when compared to the same period last year.

  The Company recorded a loss from operations of $60,792 for the second
quarter ended March 31, 2006 compared to income from operations of $90,734 for
the three months ended March 31, 2005. The decrease can primarily be
attributed to the lower sales volume and higher SGA expenses this year when
compared to the same period last year.

  Other income for the three months ended March 31, 2006 equaled $18,503, an
increase of $9,753 or 111.5%, when compared to other income of $8,750 for the
three months ended March 31, 2005. Other income is primarily interest income
earned on invested cash balances. The increase in other income can primarily
be attributed to the rise in market interest rates when compared to the same
period last year. Other income may fluctuate based on market interest rates
and levels of invested cash balances.

  The provision (benefit) for income taxes equaled $0 for the three months
ended March 31, 2006. The benefit for the current year loss has been subject
to a valuation allowance since the realization of the deferred tax benefit is
not considered more likely than not.

<PAGE>

SIX MONTHS ENDED MARCH 31, 2006 vs. SIX MONTHS ENDED MARCH 31, 2005

The following table sets forth the Company's net sales by major product
group for the six months ended March 31, 2006 and 2005.


Product group (in thousands)          Fiscal 2006    Fiscal 2005

Niagara Scientific                       $   12         $  178
Microwave Filter:
  Cable TV                                  772          1,086
  Satellite                                 504            445
  RF/Microwave                            1,022            774
  Broadcast TV                               63            109
                                         ------         ------
    Total                                $2,373         $2,592
                                         ======         ======
Sales backlog at 3/31                    $  476         $  756
                                         ======         ======

  Net sales for the six months ended March 31, 2006 equaled $2,373,265, a
decrease of $219,209 or 8.5%, when compared to net sales of $2,592,474 for the
six months ended March 31, 2005.

  MFC sales for the six months ended March 31, 2006 equaled $2,361,387, a
decrease of $53,468 or 2.2%, when compared to sales of $2,414,855 for the six
months ended March 31, 2005. The decrease in MFC sales can primarily be
attributed to a decrease in the sales of the company's Cable TV products.
MFC's Cable TV product sales decreased $314,488 or 28.9% to $771,984 during
the six months ended March 31, 2006 when compared to Cable TV product sales of
$1,086,472 during the six months ended March 31, 2005. The decrease can
primarily be attributed to the transition from analog to digital television.

  MFC's RF/Microwave product sales increased $248,215 or 32.1% to $1,022,125
for the six months ended March 31, 2006 when compared to RF/Microwave product
sales of $773,910 during the same period last year. The Company continues to
invest in production engineering and infrastructure development to penetrate
OEM (Original Equipment Manufacturer) market segments as they become popular.
MFC is concentrating its technical resources and product development efforts
toward potential high volume customers as part of a concentrated effort to
provide substantial long-term growth.

  NSI sales for the six months ended March 31, 2006 equaled $11,878, a
decrease of $165,741, when compared to sales of $177,619 for the six months
ended March 31, 2005. NSI sales for fiscal 2006 consist primarily of spare
part orders.

<PAGE>

  Gross profit for the six months ended March 31, 2006 equaled $841,824, a
decrease of $145,264, or 14.7%, when compared to gross profit of $987,088 for
the six months ended March 31, 2005. As a percentage of sales, gross profit
equaled 35.5% for the six months ended March 31, 2006 compared to 38.1% for
the six months ended March 31, 2005. The decreases in gross profit can
primarily be attributed to the lower sales volume this year when compared to
last year.

  SG&A expenses for the six months ended March 31, 2006 equaled $1,043,457 an
increase of $133,039 or 14.6%, when compared to SG&A expenses of $910,418 for
the six months ended March 31, 2005. The increase can primarily be attributed
to increases in payroll and payroll related expenses, marketing expenses and
sales commissions during the six months ended March 31, 2006 when compared to
the same period last year. SGA expenses equaled 44.0% of sales for the three
months ended March 31, 2005 compared to 35.1% of sales for the three months
ended March 31, 2005 due to both the lower sales volume and higher SGA
expenses this year when compared to the same period last year.

  The Company recorded a loss from operations of $201,633 for the six months
ended March 31, 2006 compared to income from operations of $76,670 for the six
months ended March 31, 2005. The decrease can primarily be attributed to the
lower sales volume and higher SGA expenses this year when compared to the same
period last year.

  Other income for the six months ended March 31, 2006 equaled $37,937, an
increase of $20,411 or 116.5%, when compared to other income of $17,526 for
the six months ended March 31, 2005. Other income is primarily interest income
earned on invested cash balances. The increase in other income can primarily
be attributed to the rise in market interest rates when compared to the same
period last year. Other income may fluctuate based on market interest rates
and levels of invested cash balances.

  The provision (benefit) for income taxes equaled $0 for the six months ended
March 31, 2006. The benefit for the current year loss has been subject to a
valuation allowance since the realization of the deferred tax benefit is not
considered more likely than not.

Off-Balance Sheet Arrangements

   At March 31, 2006 and 2005, the Company did not have any unconsolidated
entities or financial partnerships, such as entities often referred to as
structured finance or special purpose entities, which might have been
established for the purpose of facilitating off-balance sheet arrangements.

<PAGE>

LIQUIDITY and CAPITAL RESOURCES



                              Mar. 31, 2006       Sep. 30, 2005

Cash & cash equivalents           $757,792          $1,251,594
Investments                       $813,418            $822,651
Working capital                 $2,197,412          $2,622,768
Current ratio                    4.75 to 1           5.02 to 1
Long-term debt                     $     0             $     0


  Cash and cash equivalents decreased $493,802 to $757,792, at March 31,2006
when compared to cash and cash equivalents of $1,251,594 at September 30,
2005. The decrease was a result of $161,215 in net cash used in operating
activities, $30,394 in net cash used in investing activities and $302,193 in
net cash used in financing activities.

  The decrease in cash flow from operations can primarily be attributed to the
net loss for the six months ended March 31, 2006.

  Cash used in investing activities during the six months ended March 31, 2006
consisted of funds provided by the sale of investments of $9,233 and funds
used for capital expenditures of $39,627.

  Cash used in financing activities during the six months ended March 31, 2006
consisted of funds used to pay a cash dividend of $290,914 and funds used to
purchase treasury stock of $11,279.

  At March 31, 2006, the Company had unused aggregate lines of credit totaling
$750,000 collateralized by all inventory, equipment and accounts receivable.

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

<PAGE>

FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS, FINANCIAL CONDITON OR
BUSINESS
---------------------------------------------------------------------------

   An investment in our common stock involves a high degree of risk. The risks
and uncertainties described below are not the only ones we face. Additional
risks and uncertainties that we are unaware of, or that we may currently deem
immaterial, may become important factors that harm our business, financial
condition or results of operations. If any of the following risks actually
occurs, our business, financial condition or results of operations could
suffer. In that case, the trading price of our common stock could decline, and
you may lose all or part of your investment.


  Demand for existing products may decline.

  Our inability to introduce new and enhanced products on a timely basis.

  Market acceptance of newly developed products may be slower than anticipated.

  Pricing pressures from our customers and/or market pressure from competitors
may reduce selling prices.

  Difficulty in obtaining an adequate supply of raw materials or components at
reasonable prices.

  Loss of key personnel or the inability to attract new employees.

  Governmental regulatory actions could adversely affect our business.


RECENT PRONOUNCEMENTS
----------------------

  In May 2005, the FASB published Statement of Financial Accounting Standards
No. 154, Accounting Changes and Error Corrections. Statement 154 replaces APB
No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Changes in
Interim Financial Statements. The Statement changes the accounting for, and
reporting of, a change in accounting principle. Statement 154 requires
retrospective application to prior periods' financial statements of voluntary
changes in accounting principle and changes required by new accounting
standards when the standard does not include specific transition provisions,
unless it is impracticable to do so. Statement 154 is effective for accounting
changes and corrections of errors in fiscal years beginning after December 15,
2005 (the Company's fiscal 2007). Early application is permitted for
accounting changes and corrections of errors during fiscal years beginning
after June 1, 2005 (the Company's fiscal 2006).

<PAGE>

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
--------------------------------------------------------------------------------

  In an effort to provide investors a balanced view of the Company's current
condition and future growth opportunities, this Quarterly Report on Form 10-Q
includes comments by the Company's management about future performance. These
statements which are not historical information are "forward-looking
statements" pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These, and other forward-looking statements,
are subject to business and economic risks and uncertainties that could cause
actual results to differ materially from those discussed. These risks and
uncertainties include, but are not limited to: risks associated with demand
for and market acceptance of existing and newly developed products as to which
the Company has made significant investments; general economic and industry
conditions; slower than anticipated penetration into the satellite
communications, mobile radio and commercial and defense electronics markets;
competitive products and pricing pressures; increased pricing pressure from
our customers; risks relating to governmental regulatory actions in broadcast,
communications and defense programs; as well as other risks and uncertainties,
including but not limited to those detailed from time to time in the Company's
Securities and Exchange Commission filings. These forward-looking statements
are made only as of the date hereof, and the Company undertakes no obligation
to update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise. You are encouraged to review
Microwave Filter Company's 2005 Annual Report and Form 10-K for the fiscal
year ended September 30, 2005 and other Securities and Exchange Commission
filings. Forward looking statements may be made directly in this document or
"incorporated by reference" from other documents. You can find many of these
statements by looking for words like "believes," "expects," "anticipates,"
"estimates," or similar expressions.

<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

  There has been no significant change in our exposures to market risk during
the six months ended March 31, 2006. For a detailed discussion of market risk,
see our Annual Report on Form 10-K for the fiscal year ended September 30,
2005, Part II, Item 7A, Quantitative and Qualitative Disclosures About Market
Risk.



ITEM 4. CONTROLS AND PROCEDURES

1.    Evaluation of disclosure controls and procedures. Based on their
      evaluation of the Company's disclosure controls and procedures (as
      defined in Rules 13a-15(e) and 15d-15(e) under the Securities
      Exchange Act of 1934) as of the end of the period covered by this
      Quarterly Report on Form 10-Q, the Company's chief executive officer
      and chief financial officer have concluded that the Company's
      disclosure controls and procedures are effective.

2.    Changes in internal control over financial reporting. During the period
      covered by this Quarterly Report on Form 10-Q, there were no changes in
      the Company's internal control over financial reporting (as defined in
      Rule 13a-15(f)) that have materially affected, or are reasonably
      likely to materially affect, the Company's internal control over
      financial reporting.

<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

     a.  The Annual meeting of the Shareholders was held on April 5,
         2006 at the Holiday Inn, Carrier Circle, East Syracuse, New York
         13057 at 10:00 A.M. pursuant to notice to the shareholders.

         The following matter was submitted to the vote of shareholders:

         Proposal 1. The election of three directors to hold office until
         the Annual Meeting of the Shareholders at which their term expires
         or until their successors have been duly elected.

     b.  The following named persons received the number of votes set opposite
         their respective names for election to the Board of Directors:

            DIRECTORS               VOTES FOR        AUTHORITY
                                                     WITHHELD

       Trudi B. Artini              2,484,973         14,720
       Milo Peterson                2,485,144         14,549
       David B. Robinson MD         2,488,464         11,229



Item 6.  Exhibits and Reports on Form 8-K

     a. Exhibits


          31.1 Section 13a-14(a)/15d-14(a) Certification of Carl F. Fahrenkrug

          31.2  Section 13a-14(a)/15d-14(a) Certification of Richard L. Jones

          32.1  Section 1350 Certification of Carl F. Fahrenkrug

          32.2  Section 1350 Certification of Richard L. Jones


     b. Reports on Form 8-K

          None.
<PAGE>

    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.


May 12, 2006                     Carl F. Fahrenkrug
(Date)                           --------------------------
                                 Carl F. Fahrenkrug
                                 Chief Executive Officer

May 12, 2006                     Richard L. Jones
(Date)                           --------------------------
                                 Richard L. Jones
                                 Chief Financial Officer