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                 June 30, 1997

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 -    3,545,108 shares as of June
30, 1997

 
   
<PAGE>
                     PART I. - FINANCIAL INFORMATION


MICROWAVE FILTER COMPANY, INC.

                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited) 

(Amounts in thousands)   
                               JUNE 30, 1997          SEPTEMBER 30, 1996

[S]                                 [C]                    [C]        
Assets

Current Assets:

Cash and cash equivalents           $   981                $ 1,281
Accounts receivable-trade,net           542                    724 
Federal and state income tax
 receivable                              11                      -
Inventories                           1,289                  1,499
Prepaid expenses and other 
 current assets                         345                    323 
                                     --------              --------

Total current assets                  3,168                  3,827

Property,plant and equipment,net      1,566                  1,583

                                    --------               --------

Total assets                        $ 4,734                $ 5,410    
                                    ========               ========
 
Liabilities And Stockholders' Equity

Current liabilities:

Current portion of long term 
 debt                               $    55                $    53  
Accounts payable                        217                    300
Customer deposits                        64                    199   
Accrued federal and state 
 income taxes                             -                    289  
Accrued payroll and related 
 expenses                               116                    127 
Accrued compensated absences            189                    198
Other current liabilities                61                     81
                                    --------               --------

Total current liabilities               702                  1,247
                                    --------               --------
Long term debt, less current
 portion                                 78                    103
Deferred compensation and
 other liabilities                       60                     82
                                    --------               --------

Total liabilities                       840                  1,432
                                    --------               --------
Stockholders' Equity:

Common stock,$.10 par value             428                    426
Additional paid-in capital            3,206                  3,193 
Retained earnings                       897                    997  
                                    --------               --------
                                      4,531                  4,616
Common stock in treasury,
 at cost                               (638)                  (638)
                                    --------               --------

Total stockholders' equity            3,894                  3,978
                                    --------               --------

Total liabilities and
 stockholders' equity               $ 4,734                $ 5,410
                                    ========               ========

[FN]
See Accompanying Notes to Consolidated Financial Statements

<PAGE>                              
                     MICROWAVE FILTER COMPANY, INC.
                     
                  CONSOLIDATED STATEMENTS OF OPERATIONS

                  FOR THE THREE MONTHS AND NINE MONTHS

                      ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)


(Amounts in thousands, except per share data)


                                Three months ended         Nine months ended
                                     June 30                    June 30
                                1997          1996         1997         1996

[S]                            [C]           [C]          [C]          [C]     
Net sales                      $1,669        $1,877       $4,598       $5,829   

Cost of goods sold                911         1,171        2,736        3,591
                               -------       -------      -------      -------
Gross profit                      758           706        1,862        2,238

Selling, general and
 administrative expenses          669           613        1,810        1,884  
                               -------       -------      -------      -------
Income from 
 operations                        89            93           52          354

Other income                       24             9           66           13
                               -------       -------      -------      ------- 
Income before
 income taxes                     113           102          119          367 

Provision for
 income taxes                      39            35           41          127
                               -------       -------      -------      -------

NET INCOME                        $74           $67          $78         $240
                               =======       =======      =======      =======

Earnings per share              $0.02         $0.02        $0.02        $0.07
                               =======       =======      =======      =======


[FN]
See Accompanying Notes to Consolidated Financial Statements 



<PAGE>



                          MICROWAVE FILTER COMPANY, INC. 

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                    FOR THE THREE MONTHS AND NINE MONTHS ENDED

                             JUNE 30, 1997 AND 1996
                                 (Unaudited)

(Amounts in thousands)

                                Three months ended        Nine months ended
                                     June 30                  June 30     
                                1997          1996        1997         1996
[S]                          [C]            [C]         [C]           [C]  
Cash flows from operating                                                  
 activities:

Net income                   $   74         $   67      $   78        $  240

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

Depreciation and amortization    79             84         235           251
Stock compensation                0              6          15            51

Change in assets and liabilities:
(Increase) decrease in:
Accounts receivable            (124)            59         182           233 
Inventories                      52            225         210           649
Prepaid expenses & other
 assets                          51             62         (22)            1 
Increase (decrease) in:
Accounts payable & accrued
 expenses                       (63)            25        (559)         (107)
Deferred compensation &
 other liabilities               (1)            (1)         (4)           (4)
                             -------        -------     -------       -------

Net cash provided by
 operating activities            68            527         135         1,314
                             -------        -------     -------       -------

Cash flows from investing activities:

Capital expenditures            (29)           (86)       (217)         (138)

Cash flows from financing activities:

Principal payments on 
 long-term debt                 (14)          (248)        (40)         (320)
Purchase of treasury 
 stock                            -              -           -            (1) 
Cash dividend paid                -              -        (178)         (168)   
                             -------        -------     -------       -------
Net cash used in 
 financing activities           (14)          (248)       (218)         (489) 

Increase (decrease) in cash
 and cash equivalents            25            193        (300)          687

Cash and cash equivalents
 at beginning of period         956          1,015       1,281           521 
                             -------        -------     -------       -------  

Cash and cash equivalents 
 at end of period            $  981         $1,208      $  981        $1,208
                             =======        =======     =======      ======= 

[FN]
See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                    MICROWAVE FILTER COMPANY, INC.
 
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   

                          JUNE 30, 1997



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
of common stock outstanding used for the computations were 3,549,301 for 
the nine months and 3,545,115 for the three months ending June 30, 1997 
and 3,520,194 for the nine months and 3,535,786 for the three months ending 
June 30, 1996. 

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:
                                             June 30,       September 30,
                                               1997             1996

  Raw materials and stock parts              $   825          $   958
  Work-in-process                                258              299
  Finished goods                                 206              242
                                             -------          -------    
                                             $ 1,289          $ 1,499
                                             =======          =======


<PAGE>
           
                   MICROWAVE FILTER COMPANY, INC.


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

                           JUNE 30, 1997

  Net sales for the nine months ended June 30, 1997 equalled $4,598,447, a 
decrease of $1,230,862 or 21.1% when compared to net sales of $5,829,309 
for the nine months ended June 30, 1996. Net sales for the three months ended   
June 30, 1997 equalled $1,668,994, a decrease of $207,812 or 11.1% when 
compared to net sales of $1,876,806 for the three months ended June 30, 1996.
The decreases in net sales can be attributed to a slowdown in sales in the 
Company's two largest market segments, Cable Television and Wireless Cable.
The Company continues to experience a slowdown in the demand for hardware 
in both the Cable Television and Wireless Cable markets primarily due to 
competition from Direct Broadcast Satellite and the lack of readily available
competitively priced digital compression technology in the Wireless Cable
and Wireline Cable marketplace.

  Gross profit for the nine months ended June 30, 1997 equalled $1,862,058
or 40.5% of sales compared to $2,238,166 or 38.4% of sales for the nine 
months ended June 30, 1996. Gross profit for the three months ended June
30, 1997 equalled $758,221 or 45.4% of sales compared to $705,860 or 37.6%
of sales during the three months ended June 30, 1996. The dollar decreases 
in gross profit can primarily be attributed to the decreases in sales. The 
increases in gross profit as a percentage of sales, when compared to the
same periods last year, can primarily be attributed to product sales mix,
improvements in productivity and planned reductions in manufacturing costs.

  Selling, general and administrative (SG&A) expenses for the nine months
ended June 30, 1997 equalled $1,809,918, a decrease of $74,152 or 3.9% when
compared to SG&A expenses of $1,884,070 for the nine months ended June 30, 
1996. SG&A expenses for the three months ended June 30, 1997 equalled 
$669,284, an increase of $56,470 or 9.2% when compared to SG&A expenses of 
$612,814 for the three months ended June 30, 1996. The increase in SG&A 
expenses during the three months ended June 30, 1997 when compared to the 
same period last year is due primarily to an increase in advertising and 
promotional expenses. The Company's primary objective continues to be
the development of new products and the development of new markets, such
as LMDS and PCS.  

  Other income for the nine months ended June 30, 1997 equalled $66,461,
an increase of $53,594 when compared to other income of $12,867 for the
nine months ended June 30, 1996. The increase can primarily be attributed 
to an increase in interest income and a decrease in interest expense when
compared to the same period last year.

  Cash and cash equivalents decreased $299,669 to $981,330 at June 30, 1997
when compared to $1,280,999 at September 30, 1996. The decrease was a result
of $135,176 in net cash provided by operating activities, $217,172 in net
cash used for capital expenditures and $217,673 in net cash used in financing
activities.

  At June 30, 1997, the Company had 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. 
In addition, the Company has a letter of credit facility, for up to $500,000,
which is collateralized by specific inventory to be 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>

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. 

  

                     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 during this reporting period.

<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.


August 13, 1997                     Carl F. Fahrenkrug 
(Date)                           --------------------------
                                 Carl F. Fahrenkrug
                                 Chief Executive Officer

August 13, 1997                     Richard L. Jones
(Date)                           --------------------------
                                 Richard L. Jones
                                 Chief Financial Officer