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, 2005


Commission file number                         0-10976


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


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

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

Registrant's telephone number, including area code:  (315) 438-4700

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

YES ( x )          NO (   )

        Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).

YES (   )          NO ( x )

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

YES (   )          NO ( x )

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

       Common Stock, $.10 Par Value -    2,909,141 shares
            as of December 31, 2005.


<PAGE>

                       PART I. - FINANCIAL INFORMATION

                         MICROWAVE FILTER COMPANY, INC.
                          CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)
                            December 31, 2005      September 30, 2005
                               (Unaudited)

Assets

Current Assets:

Cash and cash equivalents           $ 1,210                $ 1,252
Investments                             818                    823
Accounts receivable-trade, net          303                    495
Federal and state income tax
 recoverable                             17                      0
Inventories                             618                    556
Prepaid expenses and other
 current assets                         138                    150
                                    --------               -------

Total current assets                  3,104                  3,276

Property, plant and equipment, net      631                    659

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

Total assets                        $ 3,784                $ 3,984
                                    =======                =======

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable                    $   211                $   190
Customer deposits                        22                     10
Accrued federal and state
 income taxes                             0                     23
Accrued payroll and related
 expenses                                59                     60
Accrued compensated absences            235                    228
Cash dividend payable                   291                      0
Other current liabilities                48                    142
                                    -------                -------

Total current liabilities               866                    653
                                    -------                -------

Total liabilities                       866                    653
                                    -------                -------




Stockholders' Equity:

Common stock,$.10 par value             432                    432
Additional paid-in capital            3,249                  3,249
Retained earnings                       746                  1,159
                                    -------                -------

                                      4,427                  4,840
Common stock in treasury,
 at cost                             (1,509)                (1,509)
                                    -------                -------

Total stockholders' equity            2,918                  3,331
                                    -------                -------

Total liabilities and
 stockholders' equity               $ 3,784                $ 3,984
                                    =======                =======

<FN>
See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                     MICROWAVE FILTER COMPANY, INC.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                          FOR THE THREE MONTHS
                    ENDED DECEMBER 31, 2005 AND 2004
                              (Unaudited)

(Amounts in thousands, except per share data)

                                Three months ended
                                   December 31
                                2005          2004


Net sales                      $1,080        $1,181

Cost of goods sold                720           759
                               ------        ------
Gross profit                      360           422

Selling, general and
 administrative expenses          501           436
                               ------        ------
Loss from operations             (141)          (14)

Other income (net),
  principally interest             20             9
                               ------        ------

Loss before income
  taxes                          (121)           (5)


Provision (benefit) for
  income taxes                      0             0
                               ------        ------

NET LOSS                        ($121)          ($5)
                               ======        ======
Per share data:

Basic earnings (loss)
   per share                   ($0.04)       ($0.00)
                               ======        ======
Diluted earnings (loss)
   per share                   ($0.04)       ($0.00)
                               ======        ======
Shares used in computing
   net earnings (loss) per share:
   Basic                        2,909         2,904
   Diluted                      3,048         3,053

<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, 2005 AND 2004
                                   (Unaudited)

(Amounts in thousands)

                                Three months ended
                                   December 31
                                2005          2004

Cash flows from operating
 activities:
Net loss                     $ (121)        $   (5)

Adjustments to reconcile net
 loss to net cash provided by
 (used in) operating activities:

Depreciation and amortization    39             49

Change in assets and liabilities:
Accounts receivable - trade     192            119
Federal and state income
 taxes                          (40)             0
Inventories                     (62)            31
Prepaid expenses and other
 assets                          12             (5)
Accounts payable and accrued
 expenses                       (68)           (92)
Customer deposits                12            (50)
                             ------         ------

Net cash (used in) provided
 by operating activities        (36)            47
                             ------         ------

Cash flows from (used in)
 investing activities:

Investments                       5              4
Capital expenditures            (11)            (9)
                             ------         ------

Net cash used in
 investing activities            (6)            (5)
                             ------         ------

Cash flows from
 financing activities             0              0
                             ------         ------

Net (decrease) increase in
 cash and cash equivalents      (42)            42


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

Cash and cash equivalents
 at end of period            $1,210         $  859
                             ======         ======

<FN>
See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                    MICROWAVE FILTER COMPANY, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 2005


Note 1. Summary of Significant Accounting Policies
  The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. The operating results for the three
month period ended December 31, 2005 are not necessarily indicative of the
results that may be expected for the year ended September 30, 2006. For
further information, refer to the consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10K for the year ended
September 30, 2005.


Note 2. Industry Segment Data

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

Information by segment is as follows:
                               Three months ended
 (thousands of dollars)           December 31
                                 2005      2004

Net Sales (Unaffiliated):
   MFC                          $1,078    $1,023
   NSI                               2       158
                                ------    ------
   Total                        $1,080    $1,181
                                ======    ======

Operating (loss) income: (a)
   MFC                           ($129)     ($46)
   NSI                             (12)       32
                                ------    ------
   Total                         ($141)     ($14)
                                ======    ======


Identifiable assets: (b)
   MFC                          $2,528    $2,543
   NSI                              46        78
                                ------    ------
   Subtotal                      2,574     2,621
   Corporate Assets - Cash
   And Cash Equivalents          1,210       859
                                ------    ------
   Total                        $3,784    $3,480
                                ======    ======

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

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

<PAGE>

Note 3. Cash Dividend

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


Note 4. Inventories

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

 Inventories net of reserve for obsolescence consisted of the following:

  (thousands of dollars)          December 31, 2005     September 30, 2005

Raw materials and stock parts              $498                 $448
Work-in-process                              47                   42
Finished goods                               73                   66
                                           ----                 ----
                                           $618                 $556
                                           ====                 ====

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


Note 5. Income Taxes

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

<PAGE>

Note 6. Stock Options

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

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

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


<TABLE>
<CAPTION>
                                   Three months ended
                                   December 31, 2005
                                   ------------------
                            ISOs                     NQSOs
                          --------                  --------
                       Exercise   Shares         Exercise   Shares
                        Price                     Price
                       --------  --------        --------  --------
<S>                    <C>       <C>             <C>       <C>
Outstanding at
 beginning of period   $1.47     108,548         $1.47     30,000
Granted                  -           0             -          0
Exercised                -           0             -          0
Cancelled                -           0             -          0
                       ------   --------         ------  --------
Outstanding at
  end of period        $1.47     108,548         $1.47     30,000
                       ------   --------         ------  --------
Exercisable at
  end of period        $1.47     108,548         $1.47     30,000
                       ------   --------        -------  --------

</TABLE>

<PAGE>

                    MICROWAVE FILTER COMPANY, INC.

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


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



Critical Accounting Policies


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

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

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

<PAGE>

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

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

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

<PAGE>

RESULTS OF OPERATIONS


THREE MONTHS ENDED DECEMBER 31, 2005 vs. THREE MONTHS ENDED DECEMBER 31, 2004.

  Net sales for the three months ended December 31, 2005 equaled $1,080,836, a
decrease of $99,858 or 8.5% when compared to net sales of $1,180,694 for the
three months ended December 31, 2004.

  MFC sales for the three months ended December 31, 2005 equaled $1,078,704,
an increase of $55,486 or 5.4%, when compared to sales of $1,023,218 for the
three months ended December 31, 2004. The increase in MFC sales can primarily
be attributed to an increase in the sales of the Company's RF/Microwave
products during the quarter. MFC's RF/Microwave product sales for the three
months ended December 31, 2005 equaled $406,532, an increase of $203,084 or
99.8%, when compared to RF/Microwave product sales of $203,448 for the three
months ended December 31, 2004. These products are primarily sold to original
equipment manufacturers (OEMs) that serve the mobile radio, commercial
communications and defense electronics markets. The Company is concentrating
its product development efforts in this area as part of a concentrated effort
to provide substantial long-term growth. A significant portion of the increase
were sales to the U.S. Government which equaled $179,738 during the three
months ended December 31, 2005 compared to $3,250 during the same period last
year.

  MFC's Cable TV product sales for the three months ended December 31, 2005
equaled $386,207, a decrease of $143,315 or 27.1%, when compared to sales of
$529,522 during the same period last year. Management attributes the decrease
in the Cable TV product sales to the shift from analog to digital television.
Although the Company has developed filters for digital television, the demand
for these types of filters is unknown at this time.

  MFC's Satellite product sales for the three months ended December 31, 2005
equaled $250,269, an increase of $48,160 or 23.8%, when compared to sales of
$202,109 during the same period last year. The increase can be attributed to
an increase in demand for the Company's filters which suppress strong out-of-
band interference caused by military and civilian radar systems and other
sources.

  MFC's BTV/Wireless Cable product sales for the three months ended December
31, 2005 equaled $35,696, a decrease of $52,443 or 59.5%, when compared to
sales of $88,139 during the same period last year primarily due to a decrease
in demand for UHF Broadcast products.

  MFC's sales order backlog equaled $700,835 at December 31, 2005 compared to
sales order backlog of $692,595 at September 30, 2005 and $472,331 at December
31, 2004. However, backlog is not necessarily indicative of future sales.
Accordingly, the Company does not believe that its backlog as of any
particular date is representative of actual sales for any succeeding period.
The total MFC sales order backlog at December 31, 2005 is scheduled to ship by
September 30, 2006.

  NSI sales for the three months ended December 31, 2005 equaled $2,132, a
decrease of $155,344 or 98.6%, when compared to sales of $157,476 for the
three months ended December 31, 2004. NSI sales consisted primarily of spare
part orders during this quarter. NSI has been concentrating on quoting low
risk jobs in an effort to maintain targeted profit margins. Although this may
impact sales levels, it should improve profit margins and also allow
engineering resources to focus on higher priorities. At December 31, 2005,
NSI's sales order backlog equaled $0.

<PAGE>

  The Company recorded a net loss of $121,407, or a loss of $.04 per share,
for the three months ended December 31, 2005 compared to a net loss of $5,288,
or a loss of $.00 per share, for the three months ended December 31, 2004. The
decrease can primarily be attributed to lower gross profit and higher selling,
general and administrative expenses this year when compared to the same period
last year.

  Gross profit for the three months ended December 31, 2005 equaled $360,341,
a decrease of $61,696 or 14.6%, when compared to gross profit of $422,037 for
the three months ended December 31, 2004. As a percentage of sales, gross
profit equaled 33.3% for the three months ended December 31, 2005 compared to
35.7% for the three months ended December 31, 2004. The decrease in gross
profit can primarily be attributed to the lower sales volume and product sales
mix. The Company's Cable TV product sales, which typically generate a higher
margin than other product groups, decreased $143,315 or 27% this quarter when
compared to the same period last year.

  Selling, general and administrative (SGA) expenses for the three months
ended December 31, 2005 equaled $501,182, an increase of $65,081 or 14.9%,
when compared to SG&A expenses of $436,101 for the three months ended December
31, 2004. The increase can primarily be attributed to higher payroll and
payroll related expenses due to additional hires and higher sales commissions
due to the increase in the RF/Microwave product sales. As a percentage of
sales, SGA expenses equaled 46.4% for the three months ended December 31, 2005
compared to 36.9% for the three months ended December 31, 2004.

  Other income is primarily interest income earned on invested cash balances.
Other income equaled $19,434 for the three months ended December 31, 2005
compared to $8,776 for the three months ended December 31, 2004. The increase
can primarily be attributed to the rise in interest rates.

  The provision (benefit) for income taxes equaled $0 for both the three
months ended December 31, 2005 and 2004. The benefit for the current year loss
has been subject to a valuation allowance since the realization of the
deferred tax benefit is not considered more likely than not.


Off-Balance Sheet Arrangements

   At December 31, 2005 and 2004, the Company did not have any unconsolidated
entities or financial partnerships, such as entities often referred to as
structured finance or special purpose entities, which might have been
established for the purpose of facilitating off-balance sheet arrangements.

<PAGE>

LIQUIDITY and CAPITAL RESOURCES

  Cash and cash equivalents decreased $41,327 to $1,210,267 at December
31,2005 when compared to cash and cash equivalents of $1,251,594 at September
30, 2005. The decrease was a result of $34,650 in net cash used in operating
activities, $6,472 in net cash used in investing activities and $205 used to
purchase treasury stock.

  The decrease of $192,205 in accounts receivable at December 31, 2005, when
compared to September 30, 2005, can primarily be attributable to the decrease
in  shipments during the quarter ended December 31, 2005 when compared to the
quarter ended September 30, 2005.

  The increase of $62,005 in inventories at December 31, 2005, when compared
to September 30, 2005, can primarily be attributable to an increase in
purchases during the quarter ended December 31, 2005 when compared to the
quarter ended September 30, 2005 and the lower than expected sales levels this
quarter when compared to the quarter ended September 30, 2005.

  The increase of $21,052 in accounts payable at December 31, 2005, when
compared to September 30, 2005, can primarily be attributed to the increase in
purchases during the quarter ended December 31, 2005 when compared to the
quarter ended September 30, 2005.

  Cash used in investing activities during the three months ended December 31,
2005 consisted of funds provided by the sale of investments of $4,458 and
funds used for capital expenditures of $10,930.

  On November 9, 2005, the Board of Directors declared a ten cents per share
cash dividend to shareholders of record on December 9, 2005 to be distributed
on January 9, 2006. The cash dividend totaled $290,914 and will be met by
existing cash balances.

  At December 31, 2005, the Company had unused aggregate lines of credit
totaling $750,000 collateralized by all inventory, equipment and accounts
receivable.

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

<PAGE>

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

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


  Demand for existing products may decline.

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

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

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

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

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

  Governmental regulatory actions could adversely affect our business.


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

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

<PAGE>

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

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

<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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



ITEM 4. CONTROLS AND PROCEDURES

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

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

<PAGE>

                     PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 2.  Changes in Securities

         None during this reporting period.

Item 3.  Defaults Upon Senior Securities

         The Company has no senior securities.

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

         None during this reporting period.


Item 6.  Exhibits and Reports on Form 8-K

    a. Exhibits


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

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

           32.1  Section 1350 Certification of Carl F. Fahrenkrug

           32.2  Section 1350 Certification of Richard L. Jones


    b. Reports on Form 8-K

            None.

<PAGE>

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


                               MICROWAVE FILTER COMPANY, INC.


February 13, 2006                Carl F. Fahrenkrug
(Date)                           --------------------------
                                 Carl F. Fahrenkrug
                                 Chief Executive Officer

February 13, 2006                Richard L. Jones
(Date)                           --------------------------
                                 Richard L. Jones
                                 Chief Financial Officer