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, 1999

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 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 -    3,266,720 shares as of March
31, 1999.

 
   
<PAGE>




                     PART I. - FINANCIAL INFORMATION


                         MICROWAVE FILTER COMPANY, INC.

                          CONSOLIDATED BALANCE SHEETS

                                  (Unaudited)

(Amounts in thousands)   
                              MARCH 31, 1999         SEPTEMBER 30, 1998

[S]                                 [C]                    [C]        
Assets

Current Assets:

Cash and cash equivalents           $   756                $ 1,221
Accounts receivable-trade,net           805                    652 
Federal and state income tax
 recoverable                             34                     56
Inventories                           1,309                  1,328
Deferred tax asset - current            175                    175
Prepaid expenses and other 
 current assets                         101                     53 
                                     --------              --------

Total current assets                  3,180                  3,485

Property,plant and equipment,net      1,488                  1,574
                                    --------               --------

Total assets                        $ 4,668                $ 5,059    
                                    ========               ========
 
Liabilities And Stockholders' Equity

Current liabilities:

Current portion of long term 
 debt                               $    15                $    45  
Accounts payable                        322                    356
Customer deposits                        97                    111   
Accrued federal and state 
 income taxes                            37                      0  
Accrued payroll and related 
 expenses                               113                    101  
Accrued compensated absences            236                    225
Other current liabilities                64                     81
                                    --------               --------

Total current liabilities               884                    919
                                    
Deferred tax liability -
 noncurrent                              51                     51
Deferred compensation and
 other liabilities                        9                     12
                                    --------               --------

Total liabilities                       944                    982
                                    --------               --------
Stockholders' Equity:

Common stock,$.10 par value             430                    429
Additional paid-in capital            3,228                  3,223 
Retained earnings                     1,052                  1,147  
                                    --------               --------
                                      4,710                  4,799
Common stock in treasury,
 at cost                               (986)                  (722)
                                    --------               --------

Total stockholders' equity            3,724                  4,077
                                    --------               --------

Total liabilities and
 stockholders' equity               $ 4,668                $ 5,059
                                    ========               ========

[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, 1999 AND 1998
                              (Unaudited)


(Amounts in thousands, except per share data)


                                Three months ended         Six months ended
                                     March 31                   March 31
                                1999          1998         1999         1998

[S]                            [C]           [C]          [C]          [C]     
Net sales                      $1,759        $1,735       $3,392       $3,575   

Cost of goods sold              1,090         1,093        2,078        2,219
                               -------       -------      -------      -------
Gross profit                      669           642        1,313        1,356

Selling, general and
 administrative expenses          593           598        1,233        1,257  
                               -------       -------      -------      -------
Income (loss) from 
 operations                        76            44           80           99

Other income (expense)             10            13           26           29
                               -------       -------      -------      ------- 
Income (loss) before
 income taxes                      86            57          106          128   

Provision (benefit)
 for income taxes                  30            20           36           44
                               -------       -------      -------      -------

NET INCOME (LOSS)                 $56           $37          $70          $84
                               =======       =======      =======      =======

Basic earnings (loss) 
 per share                       $0.02         $0.01        $0.02        $0.02
                               =======       =======      =======      =======

[FN]
See Accompanying Notes to Consolidated Financial Statements 



<PAGE>


                          MICROWAVE FILTER COMPANY, INC. 

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                    FOR THE THREE MONTHS AND SIX MONTHS ENDED

                            MARCH 31, 1999 AND 1998
                                 (Unaudited)

(Amounts in thousands)

                                Three months ended        Six months ended
                                     March 31                  March 31     
                                1999          1998        1999         1998

[S]                          [C]            [C]         [C]           [C]  
Cash flows from operating                                                  
 activities:

Net income                   $   56         $   37      $   70        $   84

Adjustments to reconcile
 net income to net cash
 provided by operating
 activities:

Depreciation and amortization    76             79         149           157
Stock Compensation                7              4           7             4

Change in assets and liabilities:

(Increase) decrease in:
Accounts receivable            (271)            40        (154)         (176) 
Inventories                      27            (87)         19          (147)
Prepaid expenses & other
 assets                          28            (30)        (25)          (25) 
Increase (decrease) in:
Accounts payable & accrued
 expenses                       198             18          (6)           31
Deferred compensation &
 other liabilities               (2)            (1)         (3)           (3)
                             -------        -------    --------       -------

Net cash provided by
 operating activities           119             60          57           (75)
                             -------        -------    --------       -------

Cash flows from investing activities:

Capital expenditures            (21)           (33)        (63)         (160)

Cash flows from financing activities:

Principal payments on 
 long-term debt                 (15)           (14)        (30)          (28)
Purchase of treasury stock      (30)                      (264) 
Cash dividend paid             (165)          (177)       (165)         (177)  
                             -------        -------     -------       -------
Net cash used in 
 financing activities          (210)          (191)       (459)         (205) 

Increase (decrease) in cash
 and cash equivalents          (112)          (164)       (465)         (440)

Cash and cash equivalents
 at beginning of period         868          1,158       1,221         1,434 
                             -------        -------     -------       -------  

Cash and cash equivalents 
 at end of period            $  756         $  994      $  756        $  994
                             =======        =======     =======       ======= 

[FN]
See Accompanying Notes to Consolidated Financial Statements

<PAGE>




                    MICROWAVE FILTER COMPANY, INC.
 
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   

                           MARCH 31, 1999



Note 1. Summary of Significant Accounting Policies

  The accompanying unaudited 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. Operating results 
for the six-month period ended March 31, 1999 are not necessarily 
indicative of the results that may be expected for the year ended 
September 30, 1999.  

  


<PAGE>
           








                   MICROWAVE FILTER COMPANY, INC.


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

                           MARCH 31, 1999

  Net sales for the six months ended March 31, 1999 equaled $3,391,632, a 
decrease of $183,667 or 5.1% when compared to net sales of $3,575,299 for 
the six months ended March 31, 1998. Net sales for the three months ended 
March 31, 1999 equaled $1,758,576, an increase of $23,220 or 1.3.% when 
compared to net sales of $1,735,356 for the three months ended March 31, 
1998. 

  Microwave Filter Company, Inc. (MFC) sales for the six months ended March
31, 1999 equalled $3,081,392, a decrease of $431,568 or 12.3% when compared 
to sales of $3,512,960 for the six months ended March 31, 1998. MFC sales 
for the three months ended March 31, 1999 equalled $1,556,157, a decrease
of $128,913 or 7.7% when compared to sales of $1,685,070 for the three months
ended March 31, 1998.  The decrease in sales can primarily be attributed to 
the decrease in the sales of MFC's BTV products , which include wireless
cable products, primarily due to market conditions; and a decrease in the 
sales of MFC's RF/Microwave products. MFC's RF/Microwave product sales were
down due to the completion of OEM contracts during fiscal 1998.   

  Niagara Scientific, Inc. (NSI), a wholly owned subsidiary, sales for the 
six months ended March 31, 1999 equalled $310,240, an increase of $247,901 or
398% when compared to sales of $62,339 for the six months ended March 31, 
1998. NSI's sales for the three months ended March 31, 1999 equalled $202,419,
an increase of $152,133 or 303% when compared to sales of $50,286 for the 
three months ended March 31, 1998.
  
  Net income for the six months ended March 31, 1999 equalled $69,655, a 
decrease of $14,279 or 17% when compared to net income of $83,934 for the six 
months ended March 31, 1998. The decrease in net income for the six months 
ended March 31, 1999 can primarily be attributed to the decrease in sales 
when compared to the same period last year. Net income for the three months 
ended March 31, 1999 equalled $55,930, an increase of $18,720 or 50.3% when 
compared to net income of $37,210 for the three months ended March 31, 1998.  
The increase in net income for the three months ended March 31, 1999 can 
primarily be attributed to the increase in sales and improvement in gross 
profit as a percentage of sales when compared to the same period last year.  
  
  Gross profit for the six months ended March 31, 1999 equaled $1,313,412,
a decrease of $42,370 or 3.1% when compared to gross profit of $1,355,782
for the six months ended March 31, 1998. As a percentage of sales, gross
profit equalled 38.7% for the six months ended March 31, 1999 when compared
to 37.9% for the six months ended March 31, 1998. Gross profit for the three 
months ended March 31, 1999 equaled $668,446, an increase of $26,622 when 
compared to gross profit of $641,824 for the three months ended March 31, 
1998. As a percentage of sales, gross profit equalled 38.0% for the three 
months ended March 31, 1999 when compared to 37.0% for the three months ended 
March 31, 1998.   

  Selling, general and administrative (SG&A) expenses for the six months 
ended March 31, 1999 equaled $1,233,445, a decrease of $23,773 or 1.9%
when compared to SG&A expenses of $1,257,218 for the six months ended 
March 31, 1998. SG&A expenses for the three months ended March 31, 
1999 equaled $592,867, a decrease of $5,148 or 0.9% when compared to
SG&A expenses of $598,015 for the three months ended March 31, 1998.   


<PAGE>


  Cash and cash equivalents decreased $465,238 to $755,870 at March 31,
1999 when compared to $1,221,108 at September 30, 1998. The decrease was a 
result of $55,807 in net cash provided by operating activities, $62,862
in net cash used for capital expenditures and $458,183 in net cash used in 
financing activities.  

  The Company's Board of Directors has authorized the repurchase of up
to 500,000 shares of the Company's outstanding common stock. The repurchases
will be made from time to time on the open market at prevailing market 
prices or in negotiated transactions off the market. During the six months
ended March 31, 1999, 226,560 shares were repurchased using existing cash
balances. Management believes the common stock repurchase program, given
the Company's present cash position as well as the current market price
of the stock, reflects its belief in the fundamental strength of the 
business and also reflects its commitment to enhancing shareholder value. 

  At March 31, 1999, the Company had unused aggregate lines of credit totaling 
$600,000. Of these lines, $100,000 is for the purchase of equipment and is
collateralized by equipment and $500,000 is for working capital and is 
collateralized by accounts receivable, inventories and equipment. The 
equipment line of credit provides for interest at the bank's base rate 
plus one half percent (1/2%). The working capital line of credit provides
for interest at the bank's base rate plus one quarter percent (1/4%). 

  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.


 

YEAR 2000 READINESS DISCLOSURE

The Year 2000 issue is the result of computer programs being written using two 
digits rather than four to define  the applicable year. Any of the Company's 
computer programs or hardware that have date-sensitive software or embedded 
computer chips may recognize a date using "00" as the year 1900 rather than 
the year 2000. This could result in a system failure or miscalculations  which 
could disrupt the Company's normal business activities. 

The Company has conducted a full inventory of its computer systems to identify 
the programs and systems that could be affected by the year 2000 problem. The 
Company has evaluated and tested all critical programs and systems.  Although 
no assurance can be given, the Company believes all critical software utilized 
by the Company is presently year 2000 compliant. The total cost to the Company 
of its own Year 2000 assessment, compliance and verification activities has 
not been material to the Company's financial position or results of operations 
in any given year. 

The company is presently surveying all major vendors and large customers to 
assess their state of readiness in addressing the year 2000 problem. The 
company depends on outside suppliers for raw materials, components and parts, 
and services. Although items are generally available from a number of 
suppliers, the Company purchases certain raw materials and components from a 
single supplier. If such a supplier should cease to supply an item, the 
Company believes that new sources could be found to provide the raw materials 
and components. However, manufacturing delays and added costs could result and 
adversely affect the business of the Company. The company has not experienced 
significant delays of this nature in the past, but there can be no assurance 
that delays in delivery due to supply shortages will not occur in the future. 

The Company has and will continue to devote the resources necessary to address 
any year 2000 issues.  The Company's contingency plan is to replace or repair 
systems which fail unexpectedly after January 1, 2000. The Company estimates 
that the costs associated with its "year 2000" contingency, if required, to be 
less than $75,000. 


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

  Any statements contained in this report which are not historical facts are
forward looking statements; and, therefore, many important factors could 
cause actual results to differ materially from those in the forward looking
statements. Such factors include, but are not limited to, changes 
(legislative, regulatory and otherwise) in the MMDS, LPTV or Cable industry,
demand for the Company's products (both domestically and internationally),
the development of competitive products, competitive pricing, market 
acceptance of new product introductions, technological changes, general 
economic conditions, litigation and other factors, risks and uncertainties 
which may be identified in the Company's Securities and Exchange Commission
filings.
 

<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 15,
         1999 at the Embassy Suites Hotel, 6646 Old Collamer Road, East 
         Syracuse, New York 13057 at 10:00 A.M. pursuant to notice to 
         the shareholders. The following matters were 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.
               
         Proposal 2. The ratification of PricewaterhouseCoopers LLP as the
         Company's independent auditors for the fiscal year ending 
         September 30, 1999.

         

     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 

      Carl F. Fahrenkrug      2,688,572          45,672              
      Daniel Galbally         2,688,327          45,917              
      Frank S. Markovich      2,688,433          45,811              
 
     c. The following proposition received the number of votes set opposite
        its respective number:
                              
                            VOTES FOR      VOTES AGAINST      ABSTENTIONS 

      Proposal 2            2,703,196          18,207            12,841
           
 

Item 6.  Exhibits and 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 14, 1999                     Carl F. Fahrenkrug 
(Date)                           --------------------------
                                 Carl F. Fahrenkrug
                                 Chief Executive Officer

May 14, 1999                     Richard L. Jones
(Date)                           --------------------------
                                 Richard L. Jones
                                 Chief Financial Officer