UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended                 March 31, 2009


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 if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
YES ______     NO __X___

  Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
YES ______     NO ___X___

  Indicate by check mark whether the 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 such 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 a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company
(as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer ______
Accelerated filer ______
Non-accelerated filer ______
(Do not check if smaller reporting company) Smaller reporting company
____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__


  Common Stock, $.10 Par Value -    2,595,213 shares as of April 30, 2009.

<PAGE>
                       PART I. - FINANCIAL INFORMATION

                         MICROWAVE FILTER COMPANY, INC.
                          CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)
                               March 31, 2009       September 30, 2008
                                (Unaudited)

Assets

Current Assets:

Cash and cash equivalents           $ 1,172                $ 1,417
Accounts receivable-trade, net          385                    306
Inventories                             614                    601
Prepaid expenses and other
 current assets                         102                    100
                                    -------                -------

Total current assets                  2,273                  2,424

Property, plant and equipment, net      440                    393
                                    -------                -------

Total assets                        $ 2,713                $ 2,817
                                    =======                =======

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable                    $   160                $   152
Customer deposits                        27                     21
Accrued federal and state income
 taxes payable                            1                      1
Accrued payroll and related
 expenses                                70                     61
Accrued compensated absences            187                    196
Other current liabilities                38                     31
                                    -------                -------

Total current liabilities               483                    462
                                    -------                -------

Total liabilities                       483                    462
                                    -------                -------


Stockholders' Equity:

Common stock,$.10 par value             432                    432
Additional paid-in capital            3,249                  3,249
Retained earnings                       232                    203
                                    -------                -------

                                      3,913                  3,884
Common stock in treasury,
 at cost                             (1,683)                (1,529)
                                    -------                -------

Total stockholders' equity            2,230                  2,355
                                    -------                -------

Total liabilities and
 stockholders' equity               $ 2,713                $ 2,817
                                    =======                =======

<FN>
See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                      MICROWAVE FILTER COMPANY, INC.
                  CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS AND SIX MONTHS
                      ENDED MARCH 31, 2009 AND 2008
                              (Unaudited)

(Amounts in thousands, except per share data)


                                Three months ended         Six months ended
                                     March 31                   March 31
                                2009          2008         2009         2008


Net sales                      $1,223        $1,217       $2,473       $2,560

Cost of goods sold                807           816        1,628        1,645
                               ------        ------       ------       ------
Gross profit                      416           401          845          915

Selling, general and
 administrative expenses          383           490          825          980
                               ------        ------       ------       ------
Income (loss) from
  operations                       33           (89)          20          (65)

Other income (net),
  principally interest              4            10           10           24
                               ------        ------       ------       ------

Income (loss) before
  income taxes                     37           (79)          30          (41)

Provision for income
  taxes                             0             0            0            0
                               ------        ------       ------       ------

NET INCOME (LOSS)                 $37          ($79)         $30         ($41)
                               ======        ======       ======       ======
Per share data:

Basic earnings (loss)
   per share                    $0.01        ($0.03)       $0.01       ($0.01)
                               ======        ======       ======       ======
Diluted earnings (loss)
   per share                    $0.01        ($0.03)       $0.01       ($0.01)
                               ======        ======       ======       ======
Shares used in computing
   net earnings (loss) per share:
   Basic                        2,595         2,895        2,631        2,895
   Diluted                      2,595         3,033        2,631        3,034



<FN>
See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                         MICROWAVE FILTER COMPANY, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED MARCH 31, 2009 AND 2008
                                 (Unaudited)

(Amounts in thousands)


                                         Six months ended
                                             March 31
                                         2009        2008


Cash flows from operating
 activities:

Net income (loss)                        $ 30        ($ 41)

Adjustments to reconcile
 net (loss) income to net
 cash (used in) provided by
 operating activities:
Depreciation and amortization              41           38

Change in assets and liabilities:
Accounts receivable                       (79)          91
Inventories                               (13)         (20)
Prepaid expenses & other
 assets                                    (3)         (21)
Accounts payable & accrued
 expenses                                  15           32
Customer deposits                           5          (13)
                                        -----        -----
Net cash (used in) provided by
 operating activities                      (4)          66
                                        -----        -----

Cash flows from investing
activities:
Capital expenditures                      (87)         (21)
                                        -----        -----
Net cash (used in) provided by
 investing activities                     (87)         (21)
                                        -----        -----

Cash flows from financing
activities:
Purchase of treasury stock               (154)          (1)
                                        -----        -----
Net cash used in financing
 activities                              (154)          (1)
                                        -----        -----

(Decrease) increase in cash
 and cash equivalents                    (245)          44


Cash and cash equivalents
 at beginning of period                 1,417        1,267
                                        -----        -----

Cash and cash equivalents
 at end of period                      $1,172       $1,311
                                        =====        =====

<FN>

See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                   MICROWAVE FILTER COMPANY, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        MARCH 31, 2009


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 six month
period ended March 31, 2009 are not necessarily indicative of the results that
may be expected for the year ended September 30, 2009. 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, 2008.



Note 2. Industry Segment Data

  The Company's primary business segment 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:

  (thousands of dollars)             March 31, 2009     September 30, 2008

Raw materials and stock parts              $524                 $472
Work-in-process                              15                   19
Finished goods                               75                  110
                                           ----                 ----
                                           $614                 $601
                                           ====                 ====

  The Company's reserve for obsolescence equaled $404,457 at March 31,
2009 and September 30, 2008.

<PAGE>

Note 4. 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. The Company has
provided a full valuation allowance against its deferred tax assets.

  The Company adopted FASB Interpretation No. 48, Accounting for Uncertainty
in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48) as of
October 1, 2007. FIN 48 clarifies the accounting for uncertainty in income
taxes recognized in an entity's financial statements in accordance with FASB
Statement No. 109, Accounting for Income Taxes, and prescribes a recognition
threshold and measurement attributes for financial statement disclosure of tax
position taken or expected to be taken on a tax return. Additionally, FIN 48
provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure and transition. No adjustments were
required upon adoption of FIN 48.


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.

<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 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.
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, 2008 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 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.

  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. The Company has
provided a full valuation allowance against its deferred tax assets.




RESULTS OF OPERATIONS


THREE MONTHS ENDED MARCH 31, 2009 vs. THREE MONTHS ENDED MARCH 31, 2008

The following table sets forth the Company's net sales by major product
group for the three months ended March 31, 2009 and 2008.


Product group (in thousands)          Fiscal 2009    Fiscal 2008

Microwave Filter (MFC):
  Cable TV                               $  406         $  486
  RF/Microwave                              394            368
  Satellite                                 392            312
  Broadcast TV                               30             48
Niagara Scientific (NSI)                      1              3
                                         ------         ------
  Total                                  $1,223         $1,217
                                         ======         ======
Sales backlog at 3/31                    $  285         $  443
                                         ======         ======

  Net sales for the three months ended March 31, 2009 equaled $1,223,401, an
increase of $6,737 or 0.6%, when compared to net sales of $1,216,664 for the
three months ended March 31, 2008.

<PAGE>

  MFC's Cable TV product sales decreased $79,530 or 16.4% to $406,113 for the
three months ended March 31, 2009 when compared to Cable TV product sales of
$485,643 during the same period last year. Management continues to project a
decrease in demand for Cable TV products due to the shift from analog to
digital television. Due to the inherent nature of digital modulation versus
analog modulation, fewer filters will be required. The Company has developed
filters for digital television and there will still be requirements for analog
filters for limited applications in commercial and private cable systems. The
demand for these filters is unknown at this time but is expected to decline.

  MFC's RF/Microwave product sales increased $25,361 or 6.9% to $393,679 for
the three months ended March 31, 2009 when compared to RF/Microwave product
sales of $368,318 during the same period last year. MFC's RF/Microwave
products are sold primarily to original equipment manufacturers (OEMs) that
serve the mobile radio, commercial communications and defense electronics
markets. The Company continues to invest in production engineering and
infrastructure development to penetrate OEM (Original Equipment Manufacturer)
market segments as they become popular. MFC is concentrating its technical
resources and product development efforts toward potential high volume
customers as part of a concentrated effort to provide substantial long-term
growth.

  MFC's Satellite product sales increased $80,262 or 25.7% to $392,425 for the
three months ended March 31, 2009 when compared to Satellite product sales of
$312,163 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. 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 $17,879 or 37.5%
to $29,795 for the three months ended March 31, 2009 when compared to sales of
$47,674 during the same period last year. The decrease can be attributed to a
decrease in demand for UHF Broadcast products.

  MFC's sales order backlog equaled $285,434 at March 31, 2009 compared to
sales order backlog of $442,722 at March 31, 2008. 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 March 31,
2009 is scheduled to ship by September 30, 2009.

  Gross profit for the three months ended March 31, 2009 equaled $415,693, an
increase of $15,289 or 3.8%, when compared to gross profit of $400,404 for the
three months ended March 31, 2008. As a percentage of sales, gross profit
equaled 34.0% for the three months ended March 31, 2009 compared to 32.9% for
the three months ended March 31, 2008. The increases in gross profit can
primarily be attributed to lower manufacturing overhead costs this year when
compared to the same period last year.

<PAGE>

  Selling, general and administrative (SGA) expenses for the three months
ended March 31, 2009 equaled $382,888, a decrease of $106,897 or 21.8%, when
compared to SG&A expenses of $489,785 for the three months ended March 31,
2008. As a percentage of sales, SGA expenses decreased to 31.3% for the three
months ended March 31, 2009 compared to 40.3% for the three months ended March
31, 2008. The decreases can primarily be attributed to planned decreases in
payroll and payroll related expenses and printing costs this year when
compared to the same period last year.

  The Company recorded income from operations of $32,805 for the second
quarter ended March 31, 2009 compared to a loss from operations of $89,381 for
the three months ended March 31, 2008. The increase in operating income can
primarily be attributed to the higher sales volume, higher gross profit and
lower SGA expenses this year when compared to the same period last year.

  Other income for the three months ended March 31, 2009 equaled $4,333, a
decrease of $5,926 when compared to other income of $10,259 for the three
months ended March 31, 2008. Other income is primarily interest income earned
on invested cash balances. The decrease in other income can primarily be
attributed to the decrease in invested cash balances and lower market interest
rates when compared to last year. Other income may fluctuate based on market
interest rates and levels of invested cash balances.

  The provision (benefit) for income taxes equaled $0 for the three months
ended March 31, 2009 and March 31, 2008. 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.

SIX MONTHS ENDED MARCH 31, 2009 vs. SIX MONTHS ENDED MARCH 31, 2008

The following table sets forth the Company's net sales by major product
group for the six months ended March 31, 2009 and 2008.


Product group (in thousands)          Fiscal 2009    Fiscal 2008

Microwave Filter (MFC):
  Cable TV                               $  827         $  985
  RF/Microwave                              680            813
  Satellite                                 881            684
  Broadcast TV                               80             73
Niagara Scientific (NSI)                      5              5
                                         ------         ------
    Total                                $2,473         $2,560
                                         ======         ======
Sales backlog at 3/31                    $  285         $  443
                                         ======         ======


  Net sales for the six months ended March 31, 2009 equaled $2,473,104, a
decrease of $86,871 or 3.4%, when compared to net sales of $2,559,975 for the
six months ended March 31, 2008.

<PAGE>

  MFC's Cable TV product sales decreased $157,878 or 16.0% to $827,352 for the
six months ended March 31, 2009 when compared to Cable TV product sales of
$985,230 during the six months ended March 31, 2008. Management continues to
project a decrease in demand for Cable TV products due to the shift from
analog to digital television. Due to the inherent nature of digital modulation
versus analog modulation, fewer filters will be required. The Company has
developed filters for digital television and there will still be requirements
for analog filters for limited applications in commercial and private cable
systems. The demand for these filters is unknown at this time but is expected
to decline.

  MFC's RF/Microwave product sales decreased $133,041 or 16.4% to $679,772 for
the six months ended March 31, 2009 when compared to RF/Microwave product
sales of $812,813 during the same period last year. MFC's RF/Microwave
products are sold primarily to original equipment manufacturers (OEMs) that
serve the mobile radio, commercial communications and defense electronics
markets. The Company continues to invest in production engineering and
infrastructure development to penetrate OEM (Original Equipment Manufacturer)
market segments as they become popular. MFC is concentrating its technical
resources and product development efforts toward potential high volume
customers as part of a concentrated effort to provide substantial long-term
growth.

  MFC's Satellite product sales increased $197,554 or 28.9% to $881,323 for
the six months ended March 31, 2009 when compared to satellite product sales
of $683,769 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. 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 increased $6,156 or 8.4% to
$79,679 for the six months ended March 31, 2009 when compared to sales of
$73,523 during the same period last year. The increase can be attributed to an
increase in demand for UHF Broadcast products.

  NSI sales for the six months ended March 31, 2009 equaled $4,978 when
compared to sales of $4,640 for the six months ended March 31, 2008. NSI sales
consist primarily of field service and spare part orders.

  Gross profit for the six months ended March 31, 2009 equaled $844,701, a
decrease of $70,142 or 7.7%, when compared to gross profit of $914,843 for the
six months ended March 31, 2008. As a percentage of sales, gross profit
equaled 34.2% for the six months ended March 31, 2009 compared to 35.7% for
the six months ended March 31, 2008. The decreases in gross profit can
primarily be attributed to the lower sales volume this year when compared to
the same period last year.

  SG&A expenses for the six months ended March 31, 2009 equaled $825,127, a
decrease of $154,740 or 15.8%, when compared to SG&A expenses of $979,867 for
the six months ended March 31, 2008. The decrease can primarily be attributed
to planned decreases in payroll and payroll related expenses and printing
costs and lower sales commissions this year when compared to the same period
last year. As a percentage of sales, SGA expenses decreased to 33.4% for the
six months ended March 31, 2009 compared to 38.3% for the six months ended
March 31, 2008.

<PAGE>

  The Company recorded income from operations of $19,574 for the six months
ended March 31, 2009 compared to a loss from operations of $65,024 for the six
months ended March 31, 2008. The improvement can primarily be attributed to
the lower SGA expenses this year when compared to the same period last year.

  Other income for the six months ended March 31, 2009 equaled $9,971, a
decrease of $13,681, when compared to other income of $23,652 for the six
months ended March 31, 2008. Other income is primarily interest income earned
on invested cash balances. The decrease in other income can primarily be
attributed to the decrease in invested cash balances and lower market interest
rates when compared to last year. Other income may fluctuate based on market
interest rates and levels of invested cash balances.

  The provision (benefit) for income taxes equaled $0 for the six months ended
March 31, 2009 and March 31, 2008. 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.


Off-Balance Sheet Arrangements

  At March 31, 2009 and 2008, 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.


LIQUIDITY and CAPITAL RESOURCES

                              Mar. 31, 2009       Sep. 30, 2008

Cash & cash equivalents         $1,171,611          $1,417,271
Working capital                 $1,790,486          $1,961,413
Current ratio                    4.71 to 1           5.24 to 1
Long-term debt                     $     0             $     0


  Cash and cash equivalents decreased $245,660 to $1,171,611 at March 31, 2009
when compared to cash and cash equivalents of $1,417,271 at September 30,
2008. The decrease was a result of $4,586 in net cash used in operating
activities, $87,123 in net cash used for capital expenditures and $153,951 in
net cash used to purchase treasury stock.

  At March 31, 2009, 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>

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 2008 Annual Report and Form 10-K for the fiscal
year ended September 30, 2008 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.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

  There has been no significant change in our exposures to market risk during
the six months ended March 31, 2009. For a detailed discussion of market risk,
see our Annual Report on Form 10-K for the fiscal year ended September 30,
2008, 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 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.


Item 1A. Risk Factors

         Not applicable.


Item 2.  Changes in Securities

         None during this reporting period.


Item 3.  Defaults Upon Senior Securities

         The Company has no senior securities.

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

     a.  The Annual meeting of the Shareholders was held on April 8,
         2009 at the Holiday Inn, Carrier Circle, East Syracuse, New York
         13057 at 10:00 A.M. pursuant to notice to the shareholders.

         The following matter was submitted to the vote of shareholders:

         Proposal 1. The election of three directors to hold office until
         the Annual Meeting of the Shareholders at which their term expires
         or until their successors have been duly elected.

     b.  The following named persons received the number of votes set opposite
         their respective names for election to the Board of Directors:

           DIRECTORS                VOTES FOR        AUTHORITY
                                                     WITHHELD

       Trudi B. Artini              2,209,969          55,975
       Perry A. Harvey              2,224,127          41,817
       John J. Kennedy              2,225,422          40,522

<PAGE>

Item 6.  Exhibits

       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

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


                               MICROWAVE FILTER COMPANY, INC.


May 14, 2009                     Carl F. Fahrenkrug
(Date)                           --------------------------
                                 Carl F. Fahrenkrug
                                 Chief Executive Officer

May 14, 2009                     Richard L. Jones
(Date)                           --------------------------
                                 Richard L. Jones
                                 Chief Financial Officer