UNITED STATES

                SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C. 20549             

                             FORM 10-Q

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

For the quarterly period ended                 December 31, 1996 

Commission file number                         0-10976 


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

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

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

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

   Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange 
Act of 1934 during the preceding 12 months (or for shorter period that
the registrant was required to file such reports), and (2) has been 
subject to such filing requirements for the past 90 days.

                   YES ( x )          NO (   )


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

   Common Stock, $.10 Par Value -    3,552,838 shares as of December
31, 1996.

<PAGE>

                     PART I. - FINANCIAL INFORMATION


                     MICROWAVE FILTER COMPANY, INC.
                     
                  CONSOLIDATED STATEMENTS OF OPERATIONS

                          FOR THE THREE MONTHS 

                    ENDED DECEMBER 31, 1996 AND 1995
                              (Unaudited)


(Amounts in thousands, except per share data)

                                Three months ended        
                                     Dec. 31                    
                                1996          1995         
[S]                            [C]           [C]            
Net sales                      $1,722        $2,091          

Cost of goods sold              1,095         1,253         
                               -------       -------      
Gross profit                      627           838       

Selling, general and
 administrative expenses          586           646          
                               -------       -------      
Income from operations             41           192

Other income (expense)             16             1          
                               -------       -------       
Income before income
 taxes                             57           193          

Provision for income
 taxes                             20            67          
                               -------       -------      
NET INCOME                         37           126           
                               =======       =======      
Earnings per share              $0.01         $0.04       
                               =======       =======      

[FN]
See Accompanying Notes to Consolidated Financial Statements 


<PAGE>  
                         MICROWAVE FILTER COMPANY, INC.

                          CONSOLIDATED BALANCE SHEETS
                              

                               DECEMBER 31, 1996       SEPTEMBER 30, 1996
                                   (Unaudited)
[S]                                 [C]                    [C]         
Assets
Current Assets:
Cash and cash equivalents           $ 1,187                $ 1,281
Accounts receivable-trade,net           619                    724 
Inventories                           1,301                  1,499
Prepaid expenses and other 
 current assets                         348                    323 
                                     --------              --------
Total current assets                  3,455                  3,827

Property,plant and equipment,net      1,577                  1,583

                                    --------               --------
Total assets                        $ 5,032                $ 5,410    
                                    ========               ========
 
Liabilities And Stockholders' Equity
Current liabilities:
Current portion of long term 
 debt                               $    53                $    53  
Accounts payable                        241                    300
Customer deposits                       113                    199   
Accrued federal and state 
 income taxes                            71                    289    
Accrued payroll and related 
 expenses                               107                    127  
Accrued compensated absences            196                    198
Other current liabilities                52                     81
                                    --------               --------
Total current liabilities               833                  1,247
                                    --------               --------
Long term debt, less current
 portion                                 89                    103
Deferred compensation and
 other liabilities                       86                     82
                                    --------               --------
Total liabilities                     1,008                  1,432
                                    --------               --------
Stockholders' Equity:
Common stock,$.10 par value             427                    426
Additional paid-in capital            3,199                  3,193 
Retained earnings                     1,035                    997  
                                    --------               --------
                                      4,661                  4,616
Common stock in treasury,
 at cost                               (637)                  (638)
                                    --------               --------
Total stockholders' equity            4,024                  3,978
                                    --------               --------
Total liabilities and
 stockholders' equity               $ 5,032                $ 5,410
                                    ========               ========

[FN]
See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                          MICROWAVE FILTER COMPANY, INC. 

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                           FOR THE THREE MONTHS ENDED

                           DECEMBER 31, 1996 AND 1995
                                 (Unaudited)

                                Three months ended        
                                  December 31                  
                                1996          1995        
[S]                          [C]            [C]           
Cash flows from operating                                                  
 activities:

Net income                   $   37        $   126     
Adjustments to reconcile
 net income to net cash
 provided by operating
 activities:
Depreciation and amortization    78             85        
Stock compensation                8              4

Change in assets and liabilities:
(Increase) decrease in:
Accounts receivable             105            108         
Inventories                     198            129      
Prepaid expenses & other
 assets                         (25)            (3)           
Increase (decrease) in:
Accounts payable & accrued
 expenses                      (414)            50        
Deferred compensation &
 other liabilities                4             (1)        
                             -------        -------    
Net cash provided by (used in)
 operating activities            (9)           498          
                             -------        -------    
Cash flows from investing activities:
Capital expenditures            (72)           (21)      

Cash flows from financing activities:
Principal payments on 
 long-term debt                 (13)           (36)       
                             -------        -------     
Increase (decrease) in cash
 and cash equivalents           (94)            441        
Cash and cash equivalents
 at beginning of period       1,281             521         
                             -------        -------       
Cash and cash equivalents 
 at end of period            $1,187          $  962      
                             =======        =======      

[FN]

See Accompanying Notes to Consolidated Financial Statements

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

                         DECEMBER 31, 1996


Note 1. Summary of Significant Accounting Policies

  The accompanying financial statements, which should be read in conjunction
with the financial statements of Microwave Filter Company, Inc. ("the 
Company") included in the 1996 Annual Report filed on Form 10-K, are 
unaudited but have been prepared in the ordinary course of business for
the purpose of providing information with respect to the interim period.
The Company believes that all adjustments (none of which were other than
normal recurring accruals) necessary for a fair presentation for such
periods have been included.

Note 2. Earnings (loss) per share

  Earnings (loss) per common share are calculated based upon the weighted 
average number of shares of common stock outstanding during the periods 
including, when significant, any common stock equivalents and after 
restatement of any stock dividends. The weighted average number of shares
used for the computations were 3,547,398 and 3,492,307 for the three months 
ending December 31, 1996 and December 31, 1995, respectively.

Note 3. Inventories

  Inventories are stated at the lower of cost determined on the first-in,
first-out method or market. 
  
  Inventories consisted of the following:
                                           December 31,     September 30,
                                               1996             1996

  Raw materials and stock parts              $   833          $   958
  Work-in-process                                260              299
  Finished goods                                 208              242
                                             -------          -------    
                                             $ 1,301          $ 1,499
                                             =======          =======

<PAGE>
           

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

                          DECEMBER 31, 1996


  Net sales decreased $368,593 or 17.6% to $1,722,422 during the three
months ended December 31, 1996 when compared to sales of $2,091,015 during
the same period last year. Management believes the decrease in sales can
be attributed primarily to market conditions.

  The Company's two largest markets, Cable TV and Wireless Cable, both 
realized decreases in sales during the first quarter of fiscal 1997 when 
compared to the same period last year. Management believes both increased 
competition (i.e., Direct Broadcast Satellite) and the delays in the 
implementation of digital technology have had a negative impact on the 
Cable TV and Wireless Cable markets and; consequently, on first quarter 
sales. 

  In an effort to mitigate these conditions, the Company is emphasizing 
new product and new market development, such as the PCS market, and 
converting the efficiencies and the cost reductions the Company's realized 
over the last two years into more competitive pricing. Management believes 
the Company's strong financial position will enable it to make the requisite
investments in new product development and promotion necessary to maximize
long term growth and shareholder value. 

  Net income decreased $88,842 to $37,411 during the three months 
ended December 31, 1996 when compared to net income of $126,253 during
the same period last year. The decrease in net income can primarily be 
attributed to the decrease in sales.

  As a percentage of sales, cost of goods sold increased to 63.6% during 
the three months ended December 31, 1996 when compared to 59.9% during 
the same period last year. The increase can be attributed to the lower 
sales volume and product sales mix.

  Selling, general and administrative expenses decreased $59,546 to
$586,255 during the three months ended December 31, 1996 when compared 
to selling, general and administrative expenses of $645,801 during the
same period last year.  

  Cash and cash equivalents decreased $93,527 to $1,187,472 at December 31, 
1996 when compared to September 30, 1996. The decrease was a result of 
$8,363 in net cash used in operating activities, $71,996 in net cash 
used for capital expenditures and $13,168 in net cash used in financing 
activities. 

  At December 31, 1996, the Company had available aggregate lines of credit
totaling $600,000. In addition, the Company has a Letter of Credit facility
available, for up to $500,000, which will be secured by specified inventory
being purchased.  

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

 
  

<PAGE>
                     PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

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

Item 2.  Changes in Securities

         None during this reporting period. 

Item 3.  Defaults Upon Senior Securities

         The Company has no senior securities.

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

         None during this reporting period. 

Item 6.  Exhibits and Reports on Form 8-K

         None.


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

                               MICROWAVE FILTER COMPANY, INC.


February 14, 1997                  Carl F. Fahrenkrug 
(Date)                           --------------------------
                                 Carl F. Fahrenkrug
                                 Chief Executive Officer

February 14, 1997                  Richard L. Jones
(Date)                           --------------------------
                                 Richard L. Jones
                                 Chief Financial Officer