UNITED STATES

                SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C. 20549             

                             FORM 10-QSB

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

For the quarterly period ended                 December 31, 1998 

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 -    3,284,390 shares as of December
31, 1998.

<PAGE>

                     PART I. - FINANCIAL INFORMATION


                     MICROWAVE FILTER COMPANY, INC.
                     
                  CONSOLIDATED STATEMENTS OF OPERATIONS

                          FOR THE THREE MONTHS 

                    ENDED DECEMBER 31, 1998 AND 1997
                              (Unaudited)


(Amounts in thousands, except per share data)

                                Three months ended        
                                     Dec. 31                    
                                1998          1997         
[S]                            [C]           [C]            
Net sales                      $1,633        $1,840          

Cost of goods sold                988         1,126         
                               -------       -------      
Gross profit                      645           714       

Selling, general and
 administrative expenses          641           659          
                               -------       -------      
Income from operations              4            55

Other income (expense)             17            16          
                               -------       -------       
Income before income
 taxes                             21            71          

Provision for income
 taxes                              7            24          
                               -------       -------      
NET INCOME                        $14           $47           
                               =======       =======      

Earnings per share              $0.00         $0.01       
                               =======       =======      

[FN]
See Accompanying Notes to Consolidated Financial Statements 


<PAGE>  
                         MICROWAVE FILTER COMPANY, INC.

                          CONSOLIDATED BALANCE SHEETS
                              

                               DECEMBER 31, 1998       SEPTEMBER 30, 1998
                                   (Unaudited)
[S]                                 [C]                    [C]         
Assets
Current Assets:
Cash and cash equivalents           $   868                $ 1,221
Accounts receivable-trade,net           535                    652 
Federal and state income tax 
 recoverable                             56                     56
Inventories                           1,336                  1,328
Deferred tax asset - current            175                    175
Prepaid expenses and other 
 current assets                         106                     53 
                                    --------               --------
Total current assets                  3,076                  3,485

Property,plant and equipment,net      1,542                  1,574
                                    --------               --------
Total assets                        $ 4,618                $ 5,059    
                                    ========               ========
 
Liabilities And Stockholders' Equity
Current liabilities:
Current portion of long term 
 debt                               $    30                $    45  
Accounts payable                        197                    356
Customer deposits                       101                    111   
Accrued federal and state 
 income taxes                             7                      0    
Accrued payroll and related 
 expenses                                83                    101  
Accrued compensated absences            226                    225
Dividends payable                       164                      0
Other current liabilities                56                     81
                                    --------               --------
Total current liabilities               864                    919
                         
Deferred tax liability -
 noncurrent                              51                     51
Deferred compensation and
 other liabilities                       11                     12
                                    --------               --------
Total liabilities                       926                    982
                                    --------               --------
Stockholders' Equity:
Common stock,$.10 par value             429                    429
Additional paid-in capital            3,223                  3,223 
Retained earnings                       996                  1,147  
                                    --------               --------
                                      4,648                  4,799
Common stock in treasury,
 at cost                               (956)                  (722)
                                    --------               --------
Total stockholders' equity            3,692                  4,077
                                    --------               --------
Total liabilities and
 stockholders' equity               $ 4,618                $ 5,059
                                    ========               ========

[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, 1998 AND 1997
                                 (Unaudited)

                               Three months ended        
                                   December 31                  
                                1998          1997        
[S]                          [C]            [C]           
Cash flows from operating                                                  
 activities:

Net income                   $    14       $    47     
Adjustments to reconcile
 net income to net cash
 provided by operating
 activities:
Depreciation and amortization     73            77        

Change in assets and liabilities:
(Increase) decrease in:
Accounts receivable              117          (216)         
Inventories                       (8)          (59)      
Prepaid expenses & other
 assets                          (53)            4           
Increase (decrease) in:
Accounts payable & accrued
 expenses                       (204)           13        
Deferred compensation &
 other liabilities                (1)           (1)        
                              -------       -------    
Net cash provided by (used in)
 operating activities            (62)         (135)          
                                
Cash flows from investing activities:
Capital expenditures             (42)         (127)      

Cash flows from financing activities:
Principal payments on 
 long-term debt                  (15)          (14)       
Purchase of treasury stock      (234)   
                              -------       -------     
Net cash provided by (used)
 in financing activities        (249)          (14) 

Increase (decrease) in cash
 and cash equivalents           (353)         (276)         
Cash and cash equivalents
 at beginning of period        1,221         1,434         
                             -------        -------       
Cash and cash equivalents 
 at end of period            $   868        $1,158      
                             =======        =======      

[FN]

See Accompanying Notes to Consolidated Financial Statements

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

                         DECEMBER 31, 1998


Note 1. Summary of Significant Accounting Policies

  The accompanying unaudited 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. Operating results for the three-month period 
ended December 31, 1998 are not necessarily indicative of the results that may 
be expected for the year ended September 30, 1999. 



<PAGE>
           

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

                          DECEMBER 31, 1998


  Net sales for the three months ended December 31, 1998 equalled $1,633,056,
a decrease of $206,887 or 11.2% when compared to net sales of $1,839,943 for
the three months ended December 31, 1997. 

  

  Microwave Filter Company, Inc. (MFC) sales for the three months ended 
December 31, 1998 equalled $1,525,235, a decrease of $302,655 or 16.6% when 
compared to sales of $1,827,890 for the three months ended December 31, 1997. 
The decrease in MFC sales can primarily be attributed to a decrease in the 
sales of MFC's BTV product sales, which includes wireless cable products, 
primarily due to market conditions, and a decrease in the sales of MFC's 
RF/Microwave product sales. MFC's RF/Microwave product sales were down 
primarily due to the completion of OEM contracts during fiscal 1998.   

  Niagara Scientific, Inc. (NSI), a wholly owned subsidiary, sales for the 
three months ended December 31, 1998 equalled $107,821, an increase of $95,768 
when compared to sales of $12,053 for the three months ended December 31, 
1997. 

  Net income for the three months ended December 31, 1998 equalled $13,725,
a decrease of $32,999 when compared to net income of $46,724 for the three 
months ended December 31, 1997. The decrease in net income can primarily be 
attributed to the decrease in sales. 

  Gross profit decreased $68,992 or 9.7% to $644,966 during the three 
months ended December 31, 1998 when compared to gross profit of $713,958 
during the three months ended December 31, 1997. The decrease in gross 
profit during the three months ended December 31, 1998 can primarily be 
attributed to the decrease in sales when compared to the same period last 
year.  

  Selling, general and administrative (SG&A) expenses decreased $18,625 or 2.8%
to $640,578 during the three months ended December 31, 1998 when compared 
to SG&A expenses of $659,203 during the three months ended December 31,
1997. As a percentage of sales, SG&A expenses increased to 39.2% for the three 
months ended December 31, 1998 when compared to 35.8% for the three months 
ended December 31, 1997, primarily due to the decrease in sales this year when 
compared to last year.  

  Cash and cash equivalents decreased $352,973 to $868,135 at December 31, 
1998 when compared to $1,221,108 at September 30, 1998. The decrease was a 
result of $61,902 in net cash used in operating activities, $42,208 in net 
cash used for capital expenditures and $248,863 in net cash used in financing 
activities. 

  The Company's Board of Directors has authorized the repurchase of up to 
500,000 shares of the Company's outstanding common stock. The repurchases will 
be made from time to time on the open market at prevailing market prices or in 
negotiated transactions off the market. During the quarter ended December 31, 
1998, 200,140 shares were repurchased using existing cash balances. Management 
believes the common stock repurchase program, given the Company's present cash 
position as well as the current market price of the stock, reflects its belief 
in the fundamental strength of the business and also reflects its commitment 
to enhancing shareholder value.     

  At December 31, 1998, the Company had unused 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. The equipment 
line of credit provides for interest at the bank's base rate plus one half
percent (1/2%). The working capital line of credit provides for interest at the 
bank's base rate plus one quarter percent (1/4%).        
  

  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.  

 

 YEAR 2000 READINESS DISCLOSURE
------------------------------

  The Year 2000 issue is the result of computer programs being written using 
two digits rather than four to define  the applicable year. Any of the 
Company's computer programs or hardware that have date-sensitive software or 
embedded computer chips may recognize a date using "00" as the year 1900 
rather than the year 2000. This could result in a system failure or 
miscalculations  which could disrupt the Company's normal business activities. 

  The Company has conducted a full inventory of its computer systems to 
identify the programs and systems that could be affected by the year 2000 
problem. The Company is in the process of evaluating and testing those 
programs and systems.  Although no assurance can be given, the Company 
believes all critical software utilized by the Company is presently year 2000 
compliant. The total cost to the Company of its own Year 2000 assessment, 
compliance and verification activities has not been and, based on its 
evaluation to date, is not anticipated to be material to the Company's 
financial position or results of operations in any given year. 

  The company is presently surveying all major vendors and large customers to 
assess their state of readiness in addressing the year 2000 problem. The 
company depends on outside suppliers for raw materials, components and parts, 
and services. Although items are generally available from a number of 
suppliers, the Company purchases certain raw materials and components from a 
single supplier. If such a supplier should cease to supply an item, the 
Company believes that new sources could be found to provide the raw materials 
and components. However, manufacturing delays and added costs could result and 
adversely affect the business of the Company. The company has not experienced 
significant delays of this nature in the past, but there can be no assurance 
that delays in delivery due to supply shortages will not occur in the future. 

  The Company has and will continue to devote the resources necessary to 
address any year 2000 issues.  The Company's contingency plan is to replace or 
repair systems which fail unexpectedly after January 1, 2000. The Company 
estimates that the costs associated with its "year 2000" contingency, if 
required, to be less than $75,000. 

 

<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.


<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 12, 1999                  Carl F. Fahrenkrug 
(Date)                           --------------------------
                                 Carl F. Fahrenkrug
                                 Chief Executive Officer

February 12, 1999                  Richard L. Jones
(Date)                           --------------------------
                                 Richard L. Jones
                                 Chief Financial Officer