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, 2006


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 -    2,902,010 shares as of January 31,
2007.

<PAGE>

                        PART I. - FINANCIAL INFORMATION

                        MICROWAVE FILTER COMPANY, INC.
                          CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)
                            December 31, 2006      September 30, 2006
                               (Unaudited)
Assets

Current Assets:

Cash and cash equivalents           $   520                $   706
Investments                             794                    798
Accounts receivable-trade, net          312                    344
Federal and state income tax
 recoverable                            138                    138
Inventories                             547                    491
Prepaid expenses and other
 current assets                          92                     95
                                    -------                -------

Total current assets                  2,403                  2,572

Property, plant and equipment, net      527                    554
                                    -------                -------

Total assets                        $ 2,930                $ 3,126
                                    =======                =======

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable                    $   145                $   180
Customer deposits                        19                     20
Accrued payroll and related
 expenses                                47                     61
Accrued compensated absences            206                    211
Other current liabilities                26                     37
                                    -------                -------

Total current liabilities               443                    509
                                    -------                -------

Total liabilities                       443                    509
                                    -------                -------

Stockholders' Equity:

Common stock,$.10 par value             432                    432
Additional paid-in capital            3,249                  3,249
Retained earnings                       326                    456
                                    -------                -------

                                      4,007                  4,137
Common stock in treasury,
 at cost                             (1,520)                (1,520)
                                    -------                -------

Total stockholders' equity            2,487                  2,617
                                    -------                -------

Total liabilities and
 stockholders' equity               $ 2,930                $ 3,126
                                    =======                =======

<FN>
See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                        MICROWAVE FILTER COMPANY, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                             FOR THE THREE MONTHS
                       ENDED DECEMBER 31, 2006 AND 2005
                                  (Unaudited)

(Amounts in thousands, except per share data)

                                Three months ended
                                   December 31
                                2006          2005

Net sales                      $1,045        $1,080

Cost of goods sold                709           720
                               ------        ------
Gross profit                      336           360

Selling, general and
 administrative expenses          486           501
                               ------        ------
Loss from operations             (150)         (141)

Other income (net),
  principally interest             19            20
                               ------        ------

Loss before income
  taxes                          (131)         (121)


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

NET LOSS                        ($131)        ($121)
                               ======        ======
Per share data:

Basic (loss) per share         ($0.04)       ($0.04)
                               ======        ======
Diluted (loss) per share       ($0.04)       ($0.04)
                               ======        ======
Shares used in computing
   net (loss) per share:
   Basic                        2,902         2,909
   Diluted                      3,041         3,048

<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, 2006 AND 2005
                                  (Unaudited)

(Amounts in thousands)
                                Three months ended
                                   December 31
                                2006          2005
Cash flows from operating
 activities:
Net loss                     $ (131)        $ (121)

Adjustments to reconcile net
 loss to net cash used in
 operating activities:

Depreciation and amortization    28             39

Change in assets and liabilities:
Accounts receivable - trade      32            192
Federal and state income
 taxes                            0            (40)
Inventories                     (56)           (62)
Prepaid expenses and other
 assets                           3             12
Accounts payable and accrued
 expenses                       (64)           (68)
Customer deposits                (2)            12
                             ------         ------

Net cash used in operating
 activities                    (190)           (36)
                             ------         ------

Cash flows from
 investing activities:

Investments                       5              5
Capital expenditures             (1)           (11)
                             ------         ------

Net cash provided by (used
 in) investing activities         4             (6)
                             ------         ------

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

Net (decrease) increase in
 cash and cash equivalents     (186)           (42)



Cash and cash equivalents
 at beginning of period         706          1,252
                             ------         ------

Cash and cash equivalents
 at end of period            $  520         $1,210
                             ======         ======

<FN>
See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                        MICROWAVE FILTER COMPANY, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 2006


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-QSB and
Regulation S-B. 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, 2006 are not necessarily indicative of the results
that may be expected for the year ended September 30, 2007. 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, 2006.


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)          December 31, 2006     September 30, 2006

Raw materials and stock parts            $445                  $412
Work-in-process                            32                    20
Finished goods                             70                    59
                                         ----                  ----
                                         $547                  $491
                                         ====                  ====

 The Company's reserve for obsolescence equaled $389,200 at December 31,
2006 and September 30, 2006.

<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.

Note 5. 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 accounted 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.

  The Company has adopted the provisions of SFAS No. 123R, "Share-Based
Payment", for the fiscal year beginning October 1, 2006.

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

<TABLE>
<CAPTION>
                                   Three months ended
                                   December 31, 2006
                                   ------------------
                            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 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, 2006 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.

<PAGE>

  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.

  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 DECEMBER 31, 2006 vs. THREE MONTHS ENDED DECEMBER 31, 2005.

The following table sets forth the Company's net sales by major product
group for the three months ended December 31, 2006 and 2005.


Product group (in thousands)          Fiscal 2007    Fiscal 2006

Microwave Filter (MFC):
  Cable TV                               $  417         $  386
  RF/Microwave                              292            407
  Satellite                                 253            250
  Broadcast TV                               65             36
Niagara Scientific (NSI)                     18              2
                                         ------         ------
    Total                                $1,045         $1,081
                                         ======         ======
Sales backlog at 12/31                   $  782         $  701
                                         ======         ======

  Net sales for the three months ended December 31, 2006 equaled $1,045,073, a
decrease of $35,763 or 3.3% when compared to net sales of $1,080,836 for the
three months ended December 31, 2005.

<PAGE>

  MFC sales for the three months ended December 31, 2006 equaled $1,027,379, a
decrease of $51,325 or 4.8%, when compared to sales of $1,078,704 for the
three months ended December 31, 2005. The decrease in MFC sales can primarily
be attributed to a decrease 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, 2006 equaled $291,941, a decrease of $114,591 or
28.1%, when compared to RF/Microwave product sales of $406,532 for the three
months ended December 31, 2005. The decrease can be attributed to a decrease
in sales to the U. S. Government. For the three months ended December 31, 2006
sales to the U.S. Government equaled $25,846 compared to sales of $179,738
during the three months ended December 31, 2005.

  MFC's Cable TV product sales for the three months ended December 31, 2006
equaled $416,967, an increase of $30,761 or 7.9%, when compared to sales of
$386,206 during the same period last year. Despite the increase in Cable TV
sales, management continues to project a decrease in demand for Cable TV
products due 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, 2006
equaled $253,022, an increase of $2,753 or 1.1%, when compared to sales of
$250,269 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 for the three months ended
December 31, 2006 equaled $65,449, an increase of $29,753 or 83.2%, when
compared to sales of $35,696 during the same period last year primarily due to
an increase in demand for UHF Broadcast products.

  NSI sales for the three months ended December 31, 2006 equaled $17,694, an
increase of $15,562, when compared to sales of $2,132 for the three months
ended December 31, 2005. NSI sales consist primarily of field service and
spare part orders. 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.

  The Company's sales order backlog equaled $782,464 at December 31, 2006
compared to sales order backlog of $731,941 at September 30, 2006 and $700,835
at December 31, 2005. 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.
Approximately 80% of the total sales order backlog at December 31, 2006 is
scheduled to ship by September 30, 2007.

<PAGE>

  The Company recorded a net loss of $130,564, or a loss of $.04 per share,
for the three months ended December 31, 2006 compared to a net loss of
$121,407, or a loss of $.04 per share, for the three months ended December 31,
2005. The decrease can primarily be attributed to the lower sales volume this
year compared to the same period last year.

  Gross profit for the three months ended December 31, 2006 equaled $336,100,
a decrease of $24,241 or 6.7%, when compared to gross profit of $360,341 for
the three months ended December 31, 2005. As a percentage of sales, gross
profit equaled 32.2% for the three months ended December 31, 2006 compared to
33.3% for the three months ended December 31, 2005. The decreases in gross
profit can primarily be attributed to the lower sales volume.

  Selling, general and administrative (SGA) expenses for the three months
ended December 31, 2006 equaled $485,620, a decrease of $15,562 or 3.1%, when
compared to SG&A expenses of $501,182 for the three months ended December 31,
2005. As a percentage of sales, SGA expenses equaled 46.5% for the three
months ended December 31, 2006 compared to 46.4% for the three months ended
December 31, 2005.

  Other income is primarily interest income earned on invested cash balances.
Other income equaled $18,956 for the three months ended December 31, 2006
compared to $19,434 for the three months ended December 31, 2005. Other income
may fluctuate based on market interest rates and levels of invested cash
balances.

  The provision (benefit) for income taxes equaled $0 for both the three
months ended December 31, 2006 and 2005. Any benefit for the losses have 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, 2006 and 2005, 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


                                   December 31, 2006     September 30, 2006

    Cash & cash equivalents             $519,934              $705,646
    Investments                         $793,694              $798,544
    Working capital                   $1,960,304            $2,063,269
    Current ratio                      5.43 to 1             5.05 to 1
    Long-term debt                       $     0               $     0


  Cash and cash equivalents decreased $185,712 to $519,934 at December 31,2006
when compared to cash and cash equivalents of $705,646 at September 30, 2006.
The decrease was a result of $189,664 in net cash used in operating activities
and $3,952 provided by investing activities.

  Cash used in operating activities can primarily be attributed to the net
loss.

  The decrease of $31,755 in accounts receivable at December 31, 2006, when
compared to September 30, 2006, can primarily be attributable to the decrease
in  shipments during the quarter ended December 31, 2006 when compared to the
quarter ended September 30, 2006.

  The increase of $56,428 in inventories at December 31, 2006, when compared
to September 30, 2006, can primarily be attributable to the increase in the
sales order backlog and our customers scheduled delivery dates.

  Cash provided by investing activities during the three months ended December
31, 2006 consisted of funds provided by the sale of investments.

  At December 31, 2006, 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.

  Demand for our products depends upon, among other factors, the level of
capital expenditures by current and prospective customers, the rate of
economic growth in the markets in which we compete and the competitiveness of
our products. Changes in any of these factors could have an adverse effect on
our financial condition or results of operations.

  We must continue to assess and predict customer needs and evolving
technologies. We must develop new products, including enhancements to existing
products, and successfully manufacture, market and sell these products. If we
are unsuccessful in these areas, our financial condition or results of
operations could be adversely affected.

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

  Delays in development, testing, manufacture and/or release of new products
could adversely affect our sales and results of operations. In addition, there
can be no assurance that we will successfully identify new product
opportunities, develop and bring new products to market in a timely manner and
achieve market acceptance of our products, or that products and technologies
developed by others will not render our products or technologies obsolete or
noncompetitive.

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

  The markets for our products are competitive and may be characterized by
rapid technological change, new product development and evolving industry
standards. If technologies supported by our products become obsolete or fail
to gain widespread acceptance, our business could be harmed. Current and
potential competitors may have substantially greater financial, technical,
marketing, distribution and other resources than us, and have greater name
recognition and market acceptance of their products and technologies. Our
competitors may develop new technologies or products that may offer superior
price or performance features and may render our products and technologies
obsolete and noncompetitive.

<PAGE>

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

  Many of customers are under continuous pressure to reduce costs and,
therefore, we expect to continue to experience pressure from these customers
to reduce the prices of the products that we sell to them. To offset declining
average sales prices, we believe that we must achieve manufacturing cost
reductions and increase our sales volumes. If we are unable to offset
declining average selling prices, our gross margins will decline, and this
decline could materially harm our business, financial condition and operating
results. We also compete with companies which have substantially larger
operations and greater financial, engineering, marketing, production and other
resources than we have. These competitors may develop their products more
quickly, devote greater marketing and sales resources, or offer more
aggressive pricing, than we can. As a result, this could cause us to lose
orders or customers or force reductions in selling prices, all of which would
have a material adverse impact on our financial position and results of
operations.

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

  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.
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. Substantial periods of lead time for delivery of
certain materials are sometimes experienced by the Company, making it
necessary to inventory varied quantities of materials.

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

  Our success depends in large part on the continued service of our key
technical and management personnel, and on our ability to attract and retain
qualified employees, particularly those involved in the development of new
products and processes and the manufacture of existing products. The
competition for these individuals is significant, and the loss of key
employees could harm our business.

<PAGE>

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

  FASB Interpretation 48 was issued in July 2006 to clarify the criteria for
recognizing tax benefits under FASB Statement No. 109, Accounting for Income
Taxes. The Interpretation defines the threshold for recognizing the benefits
of tax-return positions in the financial statements as "more-likely-than-not"
to be sustained by the taxing authority and will affect many companies'
reported results and their disclosures of uncertain tax positions. The
Interpretation does not prescribe the type of evidence required to support
meeting the more-likely-than-not threshold, stating that it depends on the
individual facts and circumstances. The benefit recognized for a tax position
meeting the more-likely-than-not criterion is measured based on the largest
benefit that is more than 50 percent likely to be realized. The measurement of
the related benefit is determined by considering the probabilities of the
amounts that could be realized upon ultimate settlement, assuming the taxing
authority has full knowledge of all relevant facts and including expected
negotiated settlements with the taxing authority. Interpretation 48 is
effective as of the beginning of the first fiscal year beginning after
December 15, 2006 (the Company's 2008 fiscal year). The company is currently
analyzing the financial statement impact of adopting this pronouncement.

  Accounting for Pension and Other Postretirement Benefits -- In September
2006, the FASB published Statement of Financial Accounting No. 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement Plans. This
statement requires companies to report on their balance sheets the funded
status of pension and other post retirement benefit plans. The proposal would
also require companies to measure plan assets and obligations as of the
employer's balance-sheet date. As a result, companies would recognize on their
balance sheets actuarial gains and losses and prior service cost that have not
yet been included in income. This could significantly increase reported
liabilities for many companies with a corresponding reduction in equity
reported as accumulated other comprehensive income. The provisions for the
statement are effective for fiscal years ending after December 15, 2006, (the
Company's 2007 fiscal year) with earlier application encouraged. The Company
does not expect the adoption of SFAS No. 158 in fiscal 2008 to have an impact
on its results of operations or financial position.

  In September 2006, SEC Staff Accounting Bulletin No. 108 was issued to
provide guidance on Quantifying Financial Statement Misstatements. Staff
Accounting Bulletin No. 108 addresses how the effects of prior-year
uncorrected misstatements should be considered when quantifying misstatements
in current-year financial statements. The SAB requires registrants to quantify
misstatements using both the balance sheet and income-statement approaches and
to evaluate whether either approach results in quantifying an error that is
material in light of relevant quantitative and qualitative factors. The SAB
does not change the staff's previous guidance in SAB 99 on evaluating the
materiality of misstatements. When the effect of initial adoption is
determined to be material, the SAB allows registrants to record that effect as
a cumulative-effect adjustment to beginning-of-year retained earnings. The
requirements are effective for annual financial statements covering the first
fiscal year ending after November 15, 2006 (the Company's fiscal 2007).

<PAGE>

  Fair Value Measurements. In September 2006, the FASB published Statement of
Financial Accounting No. 157, Fair Value Measurements. This Statement
establishes a single authoritative definition of fair value, sets out a
framework for measuring fair value, and requires additional disclosures about
fair-value measurements. The Statement applies only to fair-value measurements
that are already required or permitted by other accounting standards and is
expected to increase the consistency of those measurements. It will also
affect current practices by nullifying the Emerging Issues Task Force (EITF)
guidance that prohibited recognition of gains or losses at the inception of
derivative transactions whose fair value is estimated by applying a model and
by eliminating the use of "blockage" factors by brokers, dealers, and
investment companies that have been applying AICPA Guides. The Statement is
effective for fair-value measures already required or permitted by other
standards for financial statements issued for fiscal years beginning after
November 15, 2007 (the Company's fiscal 2009) and interim periods within those
fiscal years. Early application is permissible only if no annual or interim
financial statements have been issued for the earlier periods. The
requirements of the Statement are applied prospectively, except for changes in
fair value related to estimating he fair value of a large block position and
instruments measured at fair value at initial recognition based on transaction
price in accordance with EITF 02-3 or Statement 155.

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-
QSB may include 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 2006 Annual Report and Form 10-K for the fiscal
year ended September 30, 2006 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, 2006. For a detailed discussion of market
risk, see our Annual Report on Form 10-K for the fiscal year ended September
30, 2006, 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-QSB, 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-QSB, 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 1A. The Company is exposed to certain risk factors that may effect
         operations and/or financial results. The significant factors
         known to the Company are described in the Company's most recently
         filed annual report on Form 10-K and above. There have been no
         material changes from the risk factors as previously disclosed
         in the Company's annual report on Form 10-K.

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 14, 2007                Carl F. Fahrenkrug
(Date)                           --------------------------
                                 Carl F. Fahrenkrug
                                 Chief Executive Officer

February 14, 2007                Richard L. Jones
(Date)                           --------------------------
                                 Richard L. Jones
                                 Chief Financial Officer