**UNITED STATES**

**SECURITIES AND            EXCHANGE COMMISSION**

**WASHINGTON, D.C.            20549**

**FORM 10-Q**

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| 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)                              |

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 Indicate the number of shares outstanding of each of the      issuer's classes of common stock, as of the latest practicable      date.         Common Stock, $.10 Par Value -    2,586,227 shares      as of February 1, 2012.

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| Item                                                                                                                                            | Page |
|-------------------------------------------------------------------------------------------------------------------------------------------------|------|
|                                                                                                                                                 |      |
| Part I                Financial Information                                                                                                     |      |
|                                                                                                                                                 |      |
| Item 1.              Financial Statements                                                                                                       | 3    |
|                                                                                                                                                 |      |
|           Consolidated              Balance Sheets (unaudited)                                | 3    |
|                                                                                                                                                 |      |
|           Consolidated              Statements of Operations (unaudited)                      | 4    |
|                                                                                                                                                 |      |
|                         Consolidated                Statements of Cash Flows (unaudited)      | 5    |
|                                                                                                                                                 |      |
|                         Notes                to Consolidated Financial Statements (unaudited) | 6-8  |
|                                                                                                                                                 |      |
| Item              2. Management’s Discussion and Analysis of Financial              Condition and Results of Operations                   | 9-13 |
|                                                                                                                                                 |      |
| Item 3.              Quantitative and Qualitative Disclosures About Market Risk                                                                 | 14   |
|                                                                                                                                                 |      |
| Item 4. Controls              and Procedures                                                                                                    | 15   |
|                                                                                                                                                 |      |
| Part II Other                Information                                                                                                        | 16   |
|                                                                                                                                                 |      |
| Signatures                                                                                                                                      | 17   |

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|  |                                                                                   | December 31, 2011 | September 30, 2011 |
|--|-----------------------------------------------------------------------------------|-------------------|--------------------|
|  | Assets                                                                            |                   |                    |  |  |  |  |  |  |  |  |
|  | Current Assets:                                                                   |                   |                    |  |  |  |  |  |  |  |  |
|  | Cash and cash              equivalents                                       |                   | $                  |  | 1,298,693 |  |  | $ |  | 1,258,885 |  |
|  | Accounts                receivable-trade, net of                                  |                   |                    |  |   |  |  |  |  |   |  |
|  |      allowance                for doubtful accounts      |                   |                    |  |  |  |  |  |  |  |  |
|  |      of $26,000 and $26,000                              |                   |                    |  | 221,686 |  |  |  |  | 352,054 |  |
|  | Federal and state income              tax recoverable                             |                   |                    |  | 0 |  |  |  |  | 24,828 |  |
|  | Inventories, net                                                                  |                   |                    |  | 517,391 |  |  |  |  | 567,261 |  |
|  | Prepaid                expenses and other current assets                          |                   |                    |  | 81,867 |  |  |  |  | 94,114 |  |
|  |                                                                                   |                   |                    |  |   |  |  |  |  |   |  |
|  | Total current assets                                                              |                   |                    |  | 2,119,637 |  |  |  |  | 2,297,142 |  |
|  |                                                                                   |                   |                    |  |  |  |  |  |  |  |  |
|  | Property, plant and equipment, net                                                |                   |                    |  | 769,313 |  |  |  |  | 617,818 |  |
|  |                                                                                   |                   |                    |  |   |  |  |  |  |   |  |
|  | Total assets                                                                      |                   | $                  |  | 2,888,950 |  |  | $ |  | 2,914,960 |  |
|  |                                                                                   |                   |                    |  |   |  |  |  |  |   |  |
|  |                                                                                   |                   |                    |  |  |  |  |  |  |  |  |
|  | Liabilitiesand                Stockholders' Equity                                |                   |                    |  |  |  |  |  |  |  |  |
|  |                                                                                   |                   |                    |  |  |  |  |  |  |  |  |
|  | Current                liabilities:                                               |                   |                    |  |  |  |  |  |  |  |  |
|  | Accounts payable                                                                  |                   | $                  |  | 151,701 |  |  | $ |  | 195,535 |  |
|  | Customer                deposits                                                  |                   |                    |  | 57,909 |  |  |  |  | 51,886 |  |
|  | Accrued federal and state income taxes                                            |                   |                    |  | 574 |  |  |  |  | 0 |  |
|  | Accrued                payroll and related expenses                               |                   |                    |  | 39,421 |  |  |  |  | 57,514 |  |
|  | Accrued compensated absences                                                      |                   |                    |  | 228,845 |  |  |  |  | 250,443 |  |
|  | Other                current liabilities                                          |                   |                    |  | 31,755 |  |  |  |  | 83,654 |  |
|  |                                                                                   |                   |                    |  |   |  |  |  |  |   |  |
|  | Total current liabilities                                                         |                   |                    |  | 510,205 |  |  |  |  | 639,032 |  |
|  |                                                                                   |                   |                    |  |   |  |  |  |  |   |  |
|  | Total liabilities                                                                 |                   |                    |  | 510,205 |  |  |  |  | 639,032 |  |
|  |                                                                                   |                   |                    |  |   |  |  |  |  |   |  |
|  | Stockholders'                Equity:                                              |                   |                    |  |  |  |  |  |  |  |  |
|  | Common                stock, $.10 par value                                       |                   |                    |  |   |  |  |  |  |   |  |
|  |      Authorized 5,000,000                shares, Issued  |                   |                    |  |  |  |  |  |  |  |  |
|  |      4,324,140 shares in 2012                and 2011,   |                   |                    |  |  |  |  |  |  |  |  |
|  |      Outstanding 2,586,227                shares in 2012 |                   |                    |  |  |  |  |  |  |  |  |
|  |      and 2011                                            |                   |                    |  | 432,414 |  |  |  |  | 432,414 |  |
|  | Additionalpaid-in                capital                                          |                   |                    |  | 3,248,706 |  |  |  |  | 3,248,706 |  |
|  | Retained earnings                                                                 |                   |                    |  | 388,302 |  |  |  |  | 285,485 |  |
|  |                                                                                   |                   |                    |  |  |  |  |  |  |   |  |
|  | Common                stock in treasury, at cost                                  |                   |                    |  |  |  |  |  |  |  |  |
|  |      1,737,913 shares in 2012                and 2011    |                   |                    | ( | 1,690,677  | ) |  |  | ( | 1,690,677  | ) |
|  |                                                                                   |                   |                    |  |  |  |  |  |  |  |  |
|  | Total stockholders' equity                                                        |                   |                    |  | 2,378,745 |  |  |  |  | 2,275,928 |  |
|  |                                                                                   |                   |                    |  |   |  |  |  |  |   |  |
|  | Total liabilities and                 stockholders' equity                   |                   | $                  |  | 2,888,950 |  |  | $ |  | 2,914,960 |  |
|  |                                                                                   |                   |                    |  |  |  |  |  |  |  |  |

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Microwave Filter Company and        SubsidiariesConsolidated Statements of        Operations (unaudited)        For the Three MonthsEnded        December 31, 2011 and 2010

|                                                                        |  |   |                    |  |   |              |  |  |
|------------------------------------------------------------------------|--|---|--------------------|--|---|--------------|--|--|
|                                                                        |  |   | Three months ended |  |   |
|                                                                        |  |   | December 31,       |  |   |
|                                                                        |  |   | 2011               |  |   | 2010         |  |  |
|                                                                        |  |   |                    |  |   |              |  |  |
| Net sales                                                              |  | $ | 1,317,207          |  | $ | 1,294,567    |  |  |
|                                                                        |  |   |                    |  |   |              |  |  |
| Cost of goods sold                                                     |  |   | 813,995            |  |   | 827,308      |  |  |
|                                                                        |  |   |               |  |   |         |  |  |
| Gross profit                                                           |  |   | 503,212            |  |   | 467,259      |  |  |
|                                                                        |  |   |                    |  |   |              |  |  |
| Selling,              general and administrative              expenses |  |   | 421,970            |  |   | 421,214      |  |  |
|                                                                        |  |   |               |  |   |         |  |  |
| Income from operations                                                 |  |   | 81,242             |  |   | 46,045       |  |  |
|                                                                        |  |   |                    |  |   |              |  |  |
| Other              income (net)                                        |  |   | 21,575             |  |   | 1,548        |  |  |
|                                                                        |  |   |                    |  |   |              |  |  |
| Income before income taxes                                             |  |   | 102,817            |  |   |  47,593 |  |  |
|                                                                        |  |   |                    |  |   |              |  |  |
| Provision (benefit) for income taxes                                   |  |   | 0                  |  |   | 0            |  |  |
|                                                                        |  |   |                    |  |   |              |  |  |
| NET INCOME                                                             |  | $ | 102,817            |  | $ | 47,593       |  |  |
|                                                                        |  |   |               |  |   |              |  |  |
| Per share data:                                                        |  |   |                    |  |   |              |  |  |
|                                                                        |  |   |                    |  |   |              |  |  |
| Basic and diluted earningsper share                                    |  | $ | 0.04               |  | $ | 0.02         |  |  |
|                                                                        |  |   |                    |  |   |              |  |  |
| Shares used in computing net                                           |  |   |                    |  |   |              |  |  |
|      earnings              per share:         |  |   | 2,586,227          |  |   | 2,589,885    |  |  |

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|                                                                              |   |        | Three months ended |   |
|------------------------------------------------------------------------------|---|--------|--------------------|---|
|                                                                              |   |        | December 31        |   |
|                                                                         |   |        | 2011               |   |  |  |  | 2010 |  |
|                                                                              |   |        |                    |   |  |  |  |  |  |
| Cash flows from operating activities:                                        |   |        |                    |   |  |  |  |  |  |
|                                                                              |   |        |                    |   |  |  |  |  |  |
| Net income                                                                   | $ |        | 102,817            |   |  | $ |  | 47,593 |  |
|                                                                              |   |        |                    |   |  |  |  |  |  |
| Adjustments to reconcile net income                                          |   |        |                    |   |  |  |  |  |  |
|      to net cash              provided by (used in) |   |        |                    |   |  |  |  |  |  |
|      operating              activities:             |   |        |                    |   |  |  |  |  |  |
| Depreciation                                                                 |   |        | 37,583             |   |  |  |  | 22,759 |  |
| Gain on sale of fixed assets                                                 |   | (      | 20,000             | ) |  |  |  | 0 |  |
|                                                                              |   |        |                    |   |  |  |  |  |  |
| Change in assets and liabilities:                                            |   |        |                    |   |  |  |  |  |  |
| Accounts receivable                                                          |   |        | 130,368            |   |  |  |  | 67,268 |   |
| Federal and state income tax            recoverable                          |   |        | 25,402             |   |  |  |  | 0 |  |
| Inventories                                                                  |   |   | 49,870             |   |  |  | ( | 17,252 | ) |
| Prepaid expenses and other assets                                            |   |        | 12,247             |   |  |  |  | 20,292 |  |
| Accounts payable and customer deposits                                       |   | (      | 37,811             | ) |  |  |  | 91,436 |  |
| Accrued payroll, compensated absences                                        |   |        |                    |   |  |  |  |  |  |
|      and related              expenses              |   | (      | 39,691             | ) |  |  | ( | 36,128 | ) |
| Other current liabilities                                                    |   | (      | 51,899             | ) |  |  |  | 5,375 |  |
|                                                                              |   |        |               |   |  |  |  |   |  |
| Net cash provided by (used in)                                               |   |        |                    |   |  |  |  |  |  |
|      operating              activities              |   |        | 208,886            |   |  |  |  | 201,343 |   |
|                                                                              |   |        |               |   |  |  |  |   |  |
| Cash flows from investing activities:                                        |   |        |                    |   |  |  |  |  |  |
| Capital expenditures                                                         |   | (      | 189,078            | ) |  |  | ( | 4,470 | ) |
| Proceeds            from sale of fixed assets                                |   |   | 20,000             |   |  |   |  | 0 |  |
|                                                                              |   |        |                    |   |  |  |  |  |  |
| Net cash (used in) provided by                                               |   |        |                    |   |  |  |  |  |  |
|      investing              activities              |   | (      | 169,078            | ) |  |  | ( | 4,470 | ) |
|                                                                              |   |        |               |   |  |  |  |   |  |
| Cash flows from financing activities:                                        |   |        |                    |   |  |  |  |  |  |
| Purchase of treasury stock                                                   |   |        | 0                  |   |  |  | ( | 1,912 | ) |
|                                                                              |   |        |               |   |  |   |  |   |  |
| Net cash (used in) provided by                                               |   |        |                    |   |  |  |  |  |  |
|      financing              activities              |   |        | 0                  |   |  |  | ( | 1,912 | ) |
|                                                                              |   |        |               |   |  |  |  |   |  |
| Net increase (decrease) in cash                                              |   |        |                    |   |  |  |  |  |  |
|      and cash              equivalents              |   |        | 39,808             |   |  |  |  | 194,961 |  |
|                                                                              |   |        |                    |   |  |  |  |  |  |
| Cash and cash equivalents                                                    |   |        |                    |   |  |  |  |  |  |
|      at              beginning of period            |   |        | 1,258,885          |   |  |  |  | 1,466,719 |  |
|                                                                              |   |        |               |   |  |  |  |   |  |
| Cash and cash equivalents                                                    |   |        |                    |   |  |  |  |  |  |
|      at end of              period                  | $ |        | 1,298,693          |   |  | $ |  | 1,661,680 |  |
|                                                                              |   |        |                    |   |  |  |  |  |  |
| Supplemental Schedule of Cash            Flow Information:                   |   |        |                    |   |  |  |  |  |  |
|                 Income taxes paid                        | $ |        | 15,000             |   |  | $ |  | 0 |  |

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      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 Regulation      S-K. 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 three month period ended December 31,      2011 are not necessarily indicative of the results that may be      expected for the year ended September 30, 2012. 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, 2011.       Note 2. Industry Segment Data        The Company's business involves the 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.        Note 3.      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:

| December              31, 2011 | September                30, 2011 |  |
|--------------------------------|-----------------------------------|--|

|                                            |  |  |   |         |  |   |         |  |
|--------------------------------------------|--|--|---|---------|--|---|---------|--|
| Raw              materials and stock parts |  |  | $ | 455,304 |  | $ | 499,622 |  |
| Work-in-process                            |  |  |   | 15,521  |  |   | 14,056  |  |
| Finished              goods                |  |  |   | 46,566  |  |   | 53,583  |  |
|                                            |  |  |   |    |  |   |    |  |
|                                            |  |  | $ | 517,391 |  | $ | 567,261 |  |

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 Note 5. Legal Matters

   The State of New York Workers’ Compensation Board has      commenced an action against Microwave Filter Company, Inc. to      recover for an underfunded self insured program that Microwave      Filter Company, Inc. participated in. Due to the relatively short      period of time Microwave Filter Company, Inc. participated in the      program and the limited amount of potential exposure, we do not      expect the resolution of this action will have a material adverse      effect on our financial condition, results of operations or cash      flows. The Company has accrued $12,000 for this action in other      current liabilities.       Note 6. Fair Value of Financial Instruments

 Note 7. Significant Customers 

   Sales to one customer represented approximately 16% of      total sales for the three months ended December 31, 2011 compared      to 14% of total sales for the three months ended December 31,      2010.

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Note 8. Recent Accounting Pronouncements

   In May 2011, the          FASB issued Accounting Standards Update No. 2011-04, topic          820, *Fair Value Measurement*, to improve the          comparability of fair value measurements presented and          disclosed in financial statements prepared in accordance with          United States GAAP and International Financial Reporting          Standards. Some of the amendments clarify the Board’s intent          about the application of existing fair value measurement          requirements. Other amendments change a particular principle          or requirement for measuring fair value or for disclosing          information about fair value measurements. Specifically, the          guidance requires additional disclosures for fair value          measurements that are based on significant unobservable          inputs. The updated guidance is to be applied prospectively          and is effective for the Company’s interim and annual periods          beginning January 1, 2012. The adoption of this guidance is          not expected to have a material impact on the Company’s          consolidated financial statements.  

   FASB Accounting Standards Update          2011-05, "Presentation of Comprehensive Income," was issued in          June 2011 to be effective for fiscal years beginning after          December 15, 2011. Comprehensive income includes certain items          that are recognized as "other comprehensive income" ("OCI")          and are excluded from net income. Examples include unrealized          gains/losses on certain investments and gains/losses on          derivative instruments designated as hedges. Under provisions          of the update, the components of OCI must be presented in one          of two formats: either (i) together with net income in a          continuous statement of comprehensive income or (ii) in a          second statement of comprehensive income to immediately follow          the income statement. An existing option to present the          components of OCI as part of the statement of changes in          shareholders' equity is being eliminated. The Company expects          the update to have minimal effect on its financial statements.

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  Microwave Filter Company, Inc. operates primarily in      the United States and principally in one industry. 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. 

Critical Accounting Policies

  The Company's consolidated financial statements are based      on the application of United States 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, 2011 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. 

   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.

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   The Company accounts for income taxes under FASB ASC      740-10. 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. The Company has provided a full      valuation allowance against its deferred tax assets.      <PAGE>                                   10 

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RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2011 vs.        THREE MONTHS ENDED DECEMBER 31, 2010.

The following table sets forth the        Company's net sales by major product group for the three months        ended December 31, 2011 and 2010.

|                                                    |                             | Quarter ended |                                                                    |   | Quarter ended |   |
|---------------------------------------------------------|----------------------------------|---------------|-------------------------------------------------------------------------|--------|---------------|--------|
| Product group                                           |     Dec. 31, 2011 |               |                        Dec. 31, 2010 |        |
| Microwave Filter (MFC):                                 |                                  |               |                                                                         |        |               |        |
|      RF/Microwave              | $                                | 525,932       |                                                                         | $      | 419,330       |        |
|      Cable TV                       |                                  | 433,447       |                                                                         |        | 396,575       |        |
|      Satellite                      |                                  | 331,354       |                                                                         |        | 447,352       |        |
|      Broadcast              TV |                                  | 25,128        |                                                                         |        | 31,152        |        |
| Niagara              Scientific (NSI):                  |                                  | 1,346         |                                                                         |        | 158           |        |
|                                                         |                                  |          |                                                                         |        |          |        |
| Total                                                   | $                                | 1,317,207     |                                                                         | $      | 1,294,567     |        |
|                                                         |                                  |          |                                                                         |        |          |        |
| Sales              backlog at December 31               | $                                | 303,666       |                                                                         | $      | 672,366       |        |

##### 

----

  MFC’s Satellite      product sales decreased $115,998 or 25.9% to $331,354 for the      three months ended December 31, 2011 when compared to Satellite      product sales of $447,352 during the same period last year. The      decrease can be attributed to a decrease in demand for the      Company’s filters which suppress strong out-of-band interference      caused by military and civilian radar systems and other sources.      Management attributes the decrease in sales to global economic      conditions. For the quarter ended December 31, 2011, international      sales were down $82,111 or 44.6% to $102,197 when compared to      international sales of $184,308 for the quarter ended December 31,      2010. Although economic conditions do impact sales, management      expects demand for these types of filters to continue with the      proliferation of earth stations world wide and increased sources      of interference.

   MFC’s      Broadcast TV/Wireless Cable product sales decreased $6,024 or      19.3% to $25,128 for the three months ended December 31, 2011 when      compared to sales of $31,152 during the same period last year. The      decrease can be attributed to a decrease in demand for UHF      Broadcast products which are primarily sold to system integrators      for rural communities. 

   MFC's sales order backlog equaled $303,666 at December      31, 2011 compared to sales order backlog of $672,366 at December      31, 2010. 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 sales order backlog at December      31, 2011 is scheduled to ship by September 30, 2012. 

   Gross profit for the three months ended December 31, 2011      equaled $503,212, an increase of $35,953 or 7.7%, when compared to      gross profit of $467,259 for the three months ended December 31,      2010. As a percentage of sales, gross profit increased to 38.2%      for the three months ended December 31, 2011 compared to 36.1% for      the three months ended December 31, 2010.The increase in gross      profit can be attributed to the higher sales volume, lower direct      material costs as a percentage of sales primarily due to product      sales mix and lower manufacturing overhead payroll and payroll      related expenses this year when compared to the same period last      year.  

   Selling, general and administrative (SGA) expenses for      the three months ended December 31, 2011 equaled $421,970, an      increase of $756 or 0.2%, when compared to SGA expenses of      $421,214 for the three months ended December 31, 2010. As a      percentage of sales, SGA expenses decreased to 32.0% for the three      months ended December 31, 2011 when compared to 32.5% for the      three months ended December 31, 2010 primarily due to the higher      sales volume this year when compared to the same period last year.    

   The Company recorded income from operations of $81,242      for the three months ended December 31, 2011 compared to income      from operations of $46,045 for the three months ended December 31,      2010. The improvement in operating income can primarily be      attributed to the higher sales volume, lower direct material costs      as a percentage of sales and lower manufacturing overhead payroll      and payroll related expenses this year when compared to the same      period last year. 

  Other income for the three months ended December 31, 2011      equaled $21,575, an increase of $20,027, when compared to other      income of $1,548 for the three months ended December 31, 2010. The      increase can be attributed to a $20,000 gain on the sale of a      fixed asset.

  The provision (benefit) for income taxes equaled $0 for      the three months ended December 31, 2011 and December 31, 2010. We      have not recognized any provision for income taxes because taxable      income was reduced by bonus tax basis depreciation and offset by a      reduction in our deferred tax asset valuation reserve. Any benefit      for losses has been subject to a valuation allowance since the      realization of the deferred tax benefit is not considered more      likely than not. As required by FASB ASC 740, the Company has      determined that, at this time, it is more likely than not that the      Company will not realize all of the benefits of federal and state      deferred tax assets, and as a result, a valuation allowance was      established.

      <PAGE>                                  12

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|                             |                   |                    |  |
|-----------------------------|-------------------|--------------------|--|
|                             | December 31, 2011 | September 30, 2011 |  |
|                             |                   |                    |  |
| Cash & cash equivalents | $1,298,693        | $1,285,885         |  |
| Working capital             | $1,609,432        | $1,658,110         |  |
| Current ratio               | 4.15 to 1         | 3.59 to 1          |  |
| Long-term debt              | $0                | $0                 |  |

   The decrease in accounts receivable of $130,368 at      December 31, 2011 when compared to September 30, 2011 can be      attributed to improved collections and lower shipments during the      month ended December 31, 2011 when compared to the month ended      September 30, 2011.  

   The decrease in inventories of $49,870 at December 31,      2011 when compared to September 30, 2011 can primarily be      attributed to the lower sales order backlog at December 31, 2011      when compared to September 30, 2011.

   The decrease in accounts payable of $43,834 at December      31, 2011 when compared to September 30, 2011 can primarily be      attributed to the lower inventories at December 31, 2011 when      compared to September 30, 2011.

  The decrease in other current liabilities of $51,889 at      December 31, 2011 when compared to September 30, 2011 can      primarily be attributed to the payment of a $50,000 profit sharing      contribution which was accrued at September 30, 2011.   

  Capital expenditures totaling $189,078 for the three      months ended December 31, 2011 consisted primarily of      machinery.   

  At December 31, 2011, 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.

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   Under the supervision and with the participation of the      Company’s management, including our principal executive officer      and principal financial officer, the Company conducted an      evaluation of its internal control over financial reporting based      on criteria established in the framework in “Internal      Control-Integrated Framework” issued by the Committee of      Sponsoring Organizations of the Treadway Commission. Based on this      evaluation, the Company’s management concluded and certifies that      its internal control over financial reporting was effective as of      December 31, 2011.

   This Quarterly Report does not include an attestation      report of the Company’s registered public accounting firm      regarding internal control over financial reporting. Management’s      report was not subject to attestation by the Company’s registered      public accounting firm.

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    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.      February 13, 2012                       Carl F. Fahrenkrug       (Date)                                        --------------------------                                                               Carl F. Fahrenkrug                                                               Chief Executive Officer      February 13,      2012                    Richard L. Jones      (Date)                                    --------------------------                                                       Richard L. Jones                                                      Chief Financial Officer

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