SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                For the quarterly period ended September 30, 1998

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                For the transition period from ______ to _______

                         Commission file number 0-10696

                                LogiMetrics, Inc.
                 (Name of small business issuer in its charter)

            Delaware                                   11-2171701
  (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                Identification No.)

                    50 Orville Drive, Bohemia, New York 11716
                    (Address of principal executive offices)

                    Issuer's telephone number: (631) 784-4110

 (Former name, former address and former fiscal year, if changed since last
  report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 [ ]                     No [X]

          State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

    Common Stock, par value                       Outstanding at March 31, 2000:
  $.01 per share                                        28,935,925 shares

           Transitional Small Business Disclosure Format (check one):

                       Yes [ ]                    No [X]



<PAGE>


                                LOGIMETRICS, INC.

                                      INDEX


PART I - FINANCIAL INFORMATION PAGE

Item 1.  Financial Statements (Unaudited)

    Balance Sheet - September 30, 1998.....................................  3

    Statements of Operations -
    Three months ended September 30, 1998 and 1997.........................  4

    Statements of Cash Flows -
    Three months ended September 30, 1998 and 1997.........................  5

    Notes to Financial Statements.......................................... 6-9

Item 2.  Management's Discussion and Analysis or Plan of Operation.........10-15

PART II - OTHER INFORMATION

Item 3.  Defaults Upon Senior Securities...................................  16

Item 6.  Exhibits and Reports on Form 8-K..................................  16

SIGNATURES.................................................................  17



<PAGE>

                               LOGIMETRICS, INC.

                           CONSOLIDATED BALANCE SHEET
                               September 30, 1998
                                  (Unaudited)

ASSETS
CURRENT ASSETS:
  Cash                                                             $    474,611
  Accounts receivable, less allowance
    for doubtful accounts of $300,070                                 1,650,912
  Inventories (Note 2)                                                3,062,258
  Prepaid expenses and other current assets                              82,009
                                                                      ----------
     Total current assets                                             5,269,790

  Equipment and fixtures, net                                           523,375
  Deferred financing costs                                               54,626
  Other assets                                                           36,552
                                                                      ----------
  TOTAL ASSETS                                                     $  5,884,343
                                                                     ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
  Accounts payable and other accured expenses                      $  4,223,044
  Advance payments                                                      617,816
  Current portion of long-term debt (Note 3)                             27,819
                                                                      ----------
     Total current liabilities                                        4,868,679

  Long-term debt (Note 3)                                             8,644,795
                                                                    ------------
TOTAL LIABILITIES                                                  $ 13,513,474
                                                                    ------------
COMMITMENTS

Stockholders' deficiency (Note 4)
  Preferred Stock:
     Series A, stated value $50,000 per share; authorized,
     200 shares, issued and outstanding, 28 shares                      924,525

  Common Stock:
     Par value $.01; authorized 100,000,000 shares; issued and
     outstanding, 28,462,975 shares                                     284,630
  Additional paid-in capital                                          4,180,687
  Deficit                                                           (12,829,523)
  Stock subscriptions receivable (Note 4)                              (189,450)
                                                                    ------------
     TOTAL STOCKHOLDERS' DEFICIENCY                                $ (7,629,131)
                                                                    ------------
     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                $  5,884,343
                                                                   =============


                 See Notes to Consolidated Financial Statements

<PAGE>

                                LOGIMETRICS, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                  (Unaudited)

                                                          Three Months Ended
                                                            September 30,
                                                        1998             1997

Revenues                                             2,618,712        1,011,698
Cost and expenses:
   Cost of revenues                                  1,875,719        1,136,148
   Selling, general and
     administrative expenses                         1,106,336          818,220
   Research and development                            239,425          119,459
                                                     ---------       -----------
  Loss from operations                                (602,768)      (1,062,129)

  Interest expense                                     364,336          237,960
                                                     ----------      -----------
  Loss before income taxes                            (967,104)      (1,300,089)

  Income tax benefit                                   (19,497)        (227,455)
                                                     ----------      -----------
  Net loss                                            (947,607)      (1,072,634)

  Preferred stock dividends                             59,989           40,564
                                                     ----------      -----------
  Net loss attributable to
     common stockholders                          $ (1,007,596)    $ (1,113,198)
                                                   ===========      ============
  Basic and diluted loss per common
     share (Note 5)                               $      (0.04)    $      (0.05)

  Basic and diluted weighted average number
     of common shares (Note 5)                      28,461,671       24,606,345
                                                    ==========       ==========

<PAGE>

                               LOGIMETRICS, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                                          Three Months Ended
                                                             September 30,
                                                         1998            1997

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                            $  (947,607)    $(1,072,634)
                                                    ------------    ------------
Adjustments to reconcile net loss to net cash
used for operationg activities:
  Depreciation and amortization                         129,100         131,298
  Accrued interest expense                              251,879            -
  Stock compensation expense                             11,363            -
  Increase (decrease) in cash from:
     Accounts receivable                                 11,202         (84,285)
     Costs and estimated earnings
       in excess of billings on
       uncompleted contracts                               -            651,634
     Inventories                                       (203,350)       (271,668)
     Prepaid expenses and other
       current assets                                   (31,648)         45,647
     Accounts payable and accrued expenses              519,591      (1,346,418)
     Other assets/liabilities                           (44,086)       (287,186)
                                                      ---------      -----------
          Total adjustments                            644,051       (1,160,978)
                                                      ---------      -----------
Net cash used for operating activities                (303,556)      (2,233,612)
                                                      ---------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of equipment and fixtures                 (12,219)          (68,137)
                                                      ---------      -----------
  Net cash used for investing activities              (12,219)          (68,137)
                                                      ---------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from debt issuance                         416,667         2,691,268
  Proceeds from warrant issuance                       83,333           525,833
  Proceeds from sale of stock                            -               12,500
  Repayment of loans from stockholder                    -             (200,000)
  Proceeds from exercise of warrants                   15,000            14,717
  Stock subscriptions received                           -                8,500
  Repayment of debt - net                            (156,864)          (11,373)
                                                     ---------        ----------
  Net cash provided by financing activities           358,136         3,041,445
                                                     --------         ----------
NET CASH INCREASE IN CASH                              42,361           739,696

CASH, beginning of period                             432,250           368,327
                                                      -------         ---------
CASH, end of period                                $  474,611        $1,108,023
                                                      =======         =========

                 See Notes to Consolidated Financial Statements

<PAGE>

                                LOGIMETRICS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       Financial Statements

The  accompanying  consolidated  financial  statements  include the  accounts of
LogiMetrics,  Inc.  ("LogiMetrics") and its wholly owned  subsidiaries,  mmTech,
Inc. ("mmTech") and LogiMetrics FSC, Inc. (collectively,  the "Company"). Unless
otherwise  indicated,  all  references  to the  Company  include  mmTech and all
references to LogiMetrics mean the Company  excluding  mmTech.  All intercompany
balances and  transactions  have been  eliminated.  Certain  amounts in the 1998
financial statements have been reclassified to conform with 1999 presentation.

The Company's financial  statements have been prepared assuming that the Company
will  continue  as a going  concern.  The  independent  auditors'  report on the
Company's financial  statements for the fiscal year ended June 30, 1998 included
an emphasis  paragraph  concerning the Company's  ability to continue as a going
concern.  The consolidated  financial  statements do not include any adjustments
that might result from the outcome of this uncertainty.

The balance sheet as of September 30, 1998, the statements of operations for the
three-month  periods ended  September 30, 1998 and 1997,  and the  statements of
cash flows for the  three-month  periods ended  September 30, 1998 and 1997, are
unaudited.  Such unaudited  consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial reporting and with the instructions to Form 10-QSB. Accordingly,  they
do not include all of the  information  and  disclosures  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.  Results for
the three months ended September 30, 1998 are not necessarily  indicative of the
results that may be achieved for any other interim period or for the fiscal year
ending June 30, 1999.  These  statements  should be read in conjunction with the
financial  statements and related notes included in the Company's  Annual Report
on Form 10-KSB for the year ended June 30, 1998.

2.       Inventories

Inventory consists of the following at September 30, 1998:

  Raw materials and components                                     $ 1,059,748
  Work-in-progress                                                   1,762,507
  Finished goods                                                       240,003
                                                                       -------
                                                                   $ 3,062,258
                                                                   ===========
3.       Long-Term Debt

Long-term debt consists of the following at September 30, 1998:

    Notes payable to Bank                                         $  2,216,209
    Class A Debentures                                               4,156,838
    Class B Debentures                                               1,791,526
      Less:  Discount at issuance                                     (457,628)
      Plus:  Amortization of discount                                  386,130
    Notes payable - officer                                            453,128
    Notes payable - other                                               45,000
    Capital lease obligations                                           81,411
                                                                      ---------
                                                                     8,672,614

       Less: current portion                                            27,819
                                                                        ------

                                                                  $  8,644,795
                                                                  ============


<PAGE>



                                LOGIMETRICS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (UNAUDITED)

Principal payments due on all long-term debt consist of the following:

     Fiscal year ending June 30, 1999                                   188,710
     Fiscal year ending June 30, 2000                                 2,142,275
     Fiscal year ending June 30, 2001                                 6,413,127
                                                                 --------------
                                                                  $   8,744,112
                                                                 ==============
4.       Stockholders' Deficiency

Stock subscriptions receivable consist of the following at September 30, 1998:

     Notes from former officers                                    $    154,450
     Note from a director                                                35,000
                                                                     ----------
                                                                   $    189,450
                                                                   =============
5.       Loss Per Share

Loss per common  share was  computed  by dividing  the net loss by the  weighted
average number of shares of common stock outstanding  during each of the periods
presented.  The loss per share  calculations  for the three-month  periods ended
September  30, 1998 and  September  30, 1997 do not give effect to common  stock
equivalents because they would have an antidilutive effect.

6.       Subsequent Events

Pursuant to the terms of a Stock Purchase Agreement, dated October 21, 1998 (the
"Stock Purchase  Agreement"),  Mr. Charles S. Brand, the Company's  Chairman and
Chief Technical Officer,  sold 2,000,000 shares of the Company's Common Stock to
a group of institutional  investors (the  "Investors") for a cash purchase price
of  $500,000,  or $0.25  per  share.  The sale  was made as a  condition  to the
transactions  contemplated by a Purchase Agreement,  dated October 21, 1998 (the
"Purchase  Agreement"),  among the  Company  and the  purchasers  party  thereto
(including  the  Investors).  Pursuant to the  Purchase  Agreement,  the Company
issued and sold $2.7 million in aggregate  face amount of its Class C 13% Senior
Subordinated Debentures due September 30, 1999 (the "Class C Debentures") for an
aggregate  purchase  price of $2.0 million.  As required by the  Investors,  Mr.
Brand  used the  proceeds  of the sale of  Common  Stock  pursuant  to the Stock
Purchase  Agreement to acquire $667,000 in face amount of the Class C Debentures
pursuant to the Purchase  Agreement for a cash purchase  price of $500,000.  The
Class C Debentures  are currently  convertible  into shares of Common Stock at a
conversion  price  of  $0.31  per  share,   subject  to  adjustment  in  certain
circumstances.

Pursuant to the terms of a  Registration  Rights  Agreement,  dated  October 21,
1998,  the  purchasers  of the Class C Debentures,  including  Mr.  Brand,  have
certain  registration rights with respect to the shares of Common Stock issuable
upon conversion of the Class C Debentures.

As of  September  1, 1999,  the  Company  entered  into a Reduced  and  Extended
Revolving  Credit Note (the  "Replacement  Note") and a Recognition  and Limited
Forebearance Agreement (the "Forebearance Agreement") with the Bank. Pursuant to
the terms of the Replacement  Note, the amount available for borrowing under the
Revolver was reduced to $1.93 million (the amount  outstanding  as of such date)
and the maturity  date of the Revolver was extended to December 31, 1999.  Under
the terms of the  Forebearance  Agreement,  the Bank agreed to  forebear,  until
December 31, 1999,  from  declaring any event of default or from  exercising any
remedies under the Facility.


<PAGE>



                                LOGIMETRICS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (UNAUDITED)

On February 17, 2000,  the Company  entered into a non-binding  letter of intent
(the "Letter of Intent") with Signal Technology  Corporation ("Signal") pursuant
to which Signal  proposes to acquire the Company  through the merger of a wholly
owned  subsidiary  of  Signal  with  and into  LogiMetrics  (the  "Merger").  In
connection with the proposed Merger,  Signal currently intends to contribute the
assets of mmTech to Signal's  recently  formed Signal  Wireless  Group  ("SWG").
Pursuant to the current terms of the proposed  Merger,  holders of the Company's
Common Stock  (including  shares  issuable  upon the exercise or  conversion  of
outstanding options, warrants and convertible securities),  would receive, based
on a formula to be finalized,  a certain  percentage of a tracking security that
would reflect the performance of SWG ("SWG Equity"),  which would be distributed
upon completion of a public offering of SWG Equity,  and shares of Signal common
stock.  The proposed  Merger is intended to be tax-free to the  stockholders  of
LogiMetrics for federal income tax purposes.

In  connection  with the Letter of Intent,  Signal has loaned  $2,000,000 to the
Company for working  capital and other purposes (the "Signal Loan")  pursuant to
the terms of a  Negotiable  Secured  Senior  Subordinated  Promissory  Note (the
"Signal Note").  The Signal Loan matures on December 31, 2000 and bears interest
at a rate of 10% per annum, payable at maturity.  The Signal Loan may be prepaid
by the Company at any time and is subject to  mandatory  repayment  in the event
that the Company completes an institutional  financing generating gross proceeds
of  $7,500,000  or  more  or  the  Company  engages  in  certain   extraordinary
transactions  (other  than  with  Signal)  or  executes  a letter  of  intent or
agreement  relating  thereto.  The Signal Loan is secured by liens on all of the
Company's assets. Signal has the right to accelerate the repayment of the Signal
Loan upon the occurrence of certain events of default,  including the failure of
the  Company to pay  amounts  owed  under the  Signal  Note when due, a material
breach by the Company of certain  covenants and  representations  and warranties
made to Signal or the occurrence of certain insolvency events.

Concurrently with the making of the Signal Loan,  certain existing  investors in
the Company  also loaned the Company  $1,000,000  (the  "Investor  Loans").  The
Investor  Loans  are  evidenced  by  a  Substitute   Negotiable  Secured  Senior
Subordinated  Promissory Note (the "Investor  Notes") and are secured pari passu
with the Signal  Loan.  The  Investor  Loans bear  interest at a rate of 13% per
annum  (payable at maturity) and mature on July 1, 2000. The Signal Loan and the
Investor Loans are referred to collectively as the "Loan Transactions."

Pursuant to the Letter of Intent,  the Company granted to Signal the option (the
"Option") to purchase the Company's high-power amplifier business (the "New York
Business").  The  exercise  price of the  Option is  $2,000,000  less the unpaid
amount of the Signal Loan less any funded indebtedness of the Company assumed by
Signal.  The Option  expires on the  earlier of (i) 30 days after the payment in
full of the Signal Loan and (ii) December 31, 2000.

In  addition,  upon  execution  of the Letter of Intent,  the Company and Signal
entered into a Management  Agreement (the  "Management  Agreement")  pursuant to
which, Signal, through its Keltec division, assumed the management and operation
of the New York Business and has assumed all current liabilities of the New York
Business.  Pursuant to the Management Agreement, Signal has relocated the assets
of the New York  Business  (excluding  real  estate and  fixtures)  to  Signal's
facility in Florida.  Under the Management Agreement,  Signal is responsible for
all  expenses  incurred  and is entitled  to retain all  revenues  generated  in
connection  with its operation of that business.  Signal also has agreed to make
interest  payments due on the Revolver during the period it is operating the New
York  Business.  Pursuant  to the  Management  Agreement,  if the  Merger is not
consummated and the Company enters into an acquisition  transaction with a third
party  prior to  December  31,  2000,  Signal  has the  right  either  to retain
ownership of the assets of the New York Business for no additional consideration
or to return such assets to the Company.  In the event that Signal  returns such
assets to the Company,  the Company is  obligated  to  reimburse  Signal for the
expenses of moving the assets both to and from Signal's Florida facility and for
any interest payments made by Signal in respect of the Revolver.

Pursuant  to the  Letter of  Intent,  the  Company is  obligated  under  certain
circumstances  to re-pay all loans made by Signal,  together  with a  prepayment
penalty of $100,000,  and to pay a termination fee of $800,000 in the event that
the  Company  enters  into a  letter  of  intent  or  similar  agreement  for an
acquisition transaction with a third party prior to June 16, 2000.

The  transactions  described above are  collectively  referred to as the "Signal
Transactions."

<PAGE>


                                LOGIMETRICS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (UNAUDITED)


The consummation of the proposed Merger is subject to the satisfaction or waiver
of a number  of  customary  conditions  precedent,  including  the  satisfactory
completion  of the Company's  and Signal's due  diligence  investigation  of the
business and affairs of one another, the Company's compliance with its reporting
obligations  under  the  Securities  Exchange  Act  of  1934,  as  amended,  the
negotiation and execution of definitive  agreements for the Merger, the approval
of the proposed Merger by the boards of directors and shareholders of Signal and
the  Company  and  the  receipt  of any  required  consents,  authorization  and
approvals.  No assurances can be given that such conditions will be satisfied or
as to the timing  thereof.  Further,  no assurances can be given that the Merger
will be consummated on the terms summarized above or at all.

In  connection  with the Signal  Transactions,  the Company and the Bank entered
into a  Consent  Letter  (the  "Consent  Letter")  pursuant  to  which  the Bank
consented to the Signal  Transactions and agreed to waive any defaults under the
Revolver  resulting  therefrom.  In addition,  in the Consent  Letter,  the Bank
agreed to modify and  extend  the  maturity  date of the  Replacement  Note from
December 31, 1999 to June 30, 2000 and to eliminate certain covenants  contained
therein. In exchange,  the Company agreed, among other things, (i) to reduce the
amount  available  under the Revolver to $1.8  million  (the amount  outstanding
thereunder as of such date),  (ii) that no further  advances would be made under
the  Revolver,  and  (iii) to pay all past due  amounts  outstanding  under  the
Revolver,  and to pay the Bank certain  additional fees specified in the Consent
Letter.

It is a condition to the Signal Transactions that approximately $10.7 million of
the Company's  indebtedness  (excluding obligations owed to the Bank and certain
other  indebtedness)  be converted  into shares of the  Company's  Common Stock.
Based on discussions with the holders of such indebtedness, the Company believes
that such holders will convert that  indebtedness  to Common Stock,  although no
assurance  can be given  that  the  Company  will  receive  all of the  consents
required to effect such  conversion  or as to the terms  thereof.  In  addition,
pursuant to the terms of the Signal Transactions, all previously issued options,
warrants  and other  convertible  securities  must to be  converted  into Common
Stock.  Based on discussions  with the holders of such  securities,  the Company
believes  that such holders will convert,  exercise or exchange such  securities
for shares of Common Stock,  although no assurance can be given that the Company
will receive all of the consents required to effect such conversions,  exercises
and exchanges or as to the terms thereof. Based on the discussions held to date,
the Company believes that it will be required to issue shares of Common Stock to
the holders of such  indebtedness  and securities in an amount  substantially in
excess  of 50% of the  shares  then-outstanding  (after  giving  effect  to such
issuance).

The summary of the Signal  Transactions  contained  herein is not intended to be
complete  and is qualified in its entirety by reference to the Letter of Intent,
the loan  documents  for the Loan  Transactions  and the  Management  Agreement,
copies of which have been filed as exhibits to the  Company's  Annual  Report on
Form 10-KSB for the fiscal year ended June 30, 1998.


<PAGE>



LOGIMETRICS, INC.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

Three Months Ended September 30, 1998 Compared to Three Months Ended September
30, 1997

Revenues for the three months ended  September 30, 1998  increased $1.6 million,
or 158.8%,  to $2.6 million from $1.0 million for the comparable period of 1997.
The  increase in revenues  for the quarter  ended  September  30, 1998  resulted
primarily  from  increases  in sales of  traveling  wave  tube  amplifiers,  the
Company's traditional products.

Cost of revenues for the three months ended  September 30, 1998  increased  $0.8
million,  or 65.1%, to $1.9 million from $1.1 million for the comparable  period
of 1997.  As a percentage  of net  revenues,  cost of revenues was 71.6% for the
quarter  ended  September  30,  1998,  compared to 112.3% for the quarter  ended
September 30, 1997.  The  improvement  in gross profit  percentage was primarily
attributable  to the  streamlining  of the Company's  production of  traditional
products and improved product mix.

Selling,  general  and  administrative  expenses  for  the  three  months  ended
September 30, 1998 increased $0.3 million,  or 35.2%,  to $1.1 million from $0.8
million for the  comparable  period of 1997.  The increase in SG&A  expenses was
primarily a result of increased  commissions resulting from increased sales, the
addition of certain key  personnel and increased  staffing  expenses  associated
with the Company's receipt of new point-to-multipoint ("PMP") equipment orders.

Research and development  expenses for the three months ended September 30, 1998
increased  $0.1  million,  or 100.4%,  to $0.2 million from $0.1 million for the
comparable  period  of  1997.  The  increase  was due  primarily  to a shift  in
personnel from  production to design and development  activities  related to new
product  development  and product  enhancements  of both the  Company's  PMP and
traditional product lines.

For the reasons  discussed  above, the operating loss for the three months ended
September 30, 1998 decreased $0.5 million,  or 43.2%,  to $0.6 million from $1.1
million for the comparable period in 1997.

Interest  expense for the three months ended  September 30, 1998  increased $0.2
million,  or 53.1%, to $0.4 million from $0.2 million for the comparable  period
of  1997,  primarily  as a  result  of a higher  level  of  average  outstanding
indebtedness used to finance the Company's working capital requirements.

During the  quarter  ended  September  30,  1998,  the Company had an income tax
benefit of $20,000,  compared  to an income tax benefit of $0.2  million for the
quarter ended September 30, 1997. LogiMetrics and mmTech currently file separate
federal and state tax  returns.  The tax benefit  recorded in the quarter  ended
September 30, 1998 relates to pre-tax losses generated by mmTech in that period.

During the  quarters  ended  September  30, 1998 and 1997,  the Company  accrued
dividends  on  its   outstanding   preferred   stock  of  $60,000  and  $41,000,
respectively.  The  increase  in  preferred  stock  dividends  resulted  from an
increase in the coupon rate during the quarter ended September 30, 1998.

For the reasons  discussed above, net loss  attributable to common  stockholders
for the quarter ended  September 30, 1998  decreased  $0.1 million,  or 9.5%, to
$1.0 million from $1.1 million for the comparable period in 1997.

Liquidity and Capital Resources

At September 30, 1998,  the Company had cash of $0.5 million.  At such date, the
Company had total current  assets of $5.3 million and total current  liabilities
of $4.9 million.

Net cash used for  operating  activities  was $0.3  million for the three months
ended  September 30, 1998, and $2.2 million for the  comparable  period in 1997.
Net cash used for operating  activities  during the three months ended September
30, 1998 resulted primarily from a net loss of $0.9 million,  and an increase in
inventory,  offset in part by increases in accounts payable and accrued expenses
and accrued interest expense.  Net cash used for operating activities during the
three months ended September 30, 1997 resulted primarily

<PAGE>



LOGIMETRICS, INC.

from a net loss of $1.1 million and the repayment of accounts payable, offset in
part by a decrease  in costs and  estimated  earnings  in excess of  billings on
uncompleted contracts.

Net cash used for  investing  activities  was $12,000 for the three months ended
September 30, 1998, and $68,000 for the comparable period in 1997. Net cash used
for investing  activities in each period resulted from the purchase of equipment
to support the Company's operations.

Net cash provided by financing  activities was $0.4 million for the three months
ended  September 30, 1998, and $3.0 million for the three months ended September
30, 1997. Net cash provided by financing activities during both periods resulted
primarily from the proceeds of debt and warrant issuances by the Company, offset
in part by the repayment of outstanding indebtedness.

From July 1, 1997 to September  30, 1998,  the Company  raised $3.7 million from
private sales of  convertible  debentures  and warrants to fund a portion of its
cash flow needs.  However,  to date,  the Company has continued to record losses
and has  failed  to  generate  sufficient  cash  flow to  fund  working  capital
requirements.  To the  extent  that the  Company  is unable to meet its  working
capital  requirements  by  generating  positive cash flow from  operations,  the
Company   intends  to  continue  to  fund  a  portion  of  its  working  capital
requirements through the sale of its securities.  There can be no assurance that
the  Company  can  continue  to  finance  its  operations  through  the  sale of
securities or as to the terms of any such sales that may occur in the future. If
the Company is unable to attain profitable operations and to generate sufficient
cash flow or to obtain sufficient financing to fund its operations,  the Company
may not be able to  achieve  its  growth  objectives,  may have to  curtail  its
marketing,  development or operations,  and may be unable to continue as a going
concern.

At September  30,  1998,  the Company was a party to a Restated and Amended Term
Loan Note,  dated as of April 25, 1997,  and a Modified  Revolving  Credit Note,
dated as of April 30,  1998,  pursuant to which North Fork Bank (the "Bank") had
provided  the  Company  with a  $640,000  term loan (the "Term  Loan")  maturing
December 31, 1998 and a revolving credit facility (the  "Revolver")  maturing on
July 1, 1999. Pursuant to the terms of the Revolver, the Company was entitled to
draw up to $2.2 million  assuming  sufficient  eligible  inventory  and accounts
receivable  (the Term Loan and the Revolver are referred to herein  collectively
as the  "Facility").  At September 30, 1998,  $96,000 was outstanding  under the
Term Loan and the Company had $60,000 available under the Revolver.  Outstanding
amounts  under the Facility  bear interest at the rate of 2% per annum in excess
of the Bank's  prime rate.  At  September  30,  1998,  the Bank's prime rate was
8.25%.  At  September  30, 1998,  the Company was in violation of two  covenants
contained in the Facility  that the Company  report net income of at least $1.00
for each fiscal  quarter (the "Net Income  Covenant")  and that the Company file
its Form 10-KSB for the fiscal year ended June 30,  1998 by  September  30, 1998
(the "Reporting Requirement  Covenant").  As of September 30, 1998, the Bank had
waived  compliance  with  the  Net  Income  Covenant  for  each  fiscal  quarter
commencing  with the  fiscal  quarter  ended  June 30,  1998 and  ending  on and
including  the fiscal  quarter ended March 31, 1999,  and had waived  compliance
with the Reporting  Requirement  Covenant until May 28, 1999.  See  Management's

<PAGE>

Discussion  and  Analysis  or Plan of  Operation  -  Recent  Developments  for a
description of the subsequent extension of the Revolver.

In addition to the  Facility,  at September  30, 1998 the Company had issued and
outstanding  $4.2  million  of its Class A 13% Senior  Subordinated  Convertible
Pay-in-Kind  Debentures  due July 29,  1999  (the  "Class A  Debentures"),  $1.8
million of its Amended and Restated Class B 13% Senior Subordinated  Convertible
Pay-in-Kind  Debentures due July 29, 1999 (the "Class B Debentures") and $45,000
of its Senior  Subordinated  Notes (together with the Class A Debentures and the
Class B Debentures,  the "Senior  Subordinated  Indebtedness"),  which contained
financial covenants  identical to those contained in the Facility.  Accordingly,
at September 30, 1998, the Company was in default of the Net Income Covenant and
the Reporting  Requirement Covenant to the same extent as under the Facility. As
of September 30, 1998, the holders of the Senior  Subordinated  Indebtedness had
waived compliance with the Net Income Covenant for each quarter, commencing with
the quarter ended June 30, 1998,  through the quarter  ended June 30, 1999,  and
had waived  compliance with the Reporting  Requirement  Covenant until maturity.
Pursuant to the terms of the Class A Debentures and the Class B Debentures,  the
Company was  required to file a  registration  statement  covering,  among other
things, the resale of the shares of common stock, par value $0.01 per share (the
"Common  Stock")  issuable upon the conversion of the Class A Debentures and the
Class B Debentures on or prior to October 27, 1997 and to have the  registration
statement  declared  effective by the  Securities and Exchange  Commission  (the
"SEC") on or prior to  January  25,  1998.  Unless  the  Company  completed  the
required registration, the interest rate on the Class A Debentures and the Class
B Debentures  increased  (subject to a maximum  interest rate of 17% per annum).
The holders of the Class A Debentures  and the Class B Debentures  had the right
to declare all amounts thereunder due and payable  if the registration statement
was not declared  effective by  the  SEC  on  or  prior  to  April 25, 1998. The
holders of the Class A  Debentures  and the Class B Debentures have waived their
respective rights until maturity to declare  any  default  arising  as  a result
of  the  Company's  failure to have the required registration statement declared
effective by  the  SEC.  See  Management's  Discussion  and  Analysis or Plan of
Operation - Recent Developments for a description of the subsequent extension of
the Class A Debentures and the Class B Debentures.

Recent Developments

Pursuant to the terms of a Stock Purchase Agreement, dated October 21, 1998 (the
"Stock Purchase  Agreement"),  Mr. Charles S. Brand, the Company's  Chairman and
Chief Technical Officer,  sold 2,000,000 shares of the Company's Common Stock to
a group of institutional  investors (the  "Investors") for a cash purchase price
of  $500,000,  or $0.25  per  share.  The sale  was made as a  condition  to the
transactions  contemplated by a Purchase Agreement,  dated October 21, 1998 (the
"Purchase  Agreement"),  among the  Company  and the  purchasers  party  thereto
(including  the  Investors).  Pursuant to the  Purchase  Agreement,  the Company
issued and sold $2.7 million in aggregate  face amount of its Class C 13% Senior
Subordinated Debentures due September 30, 1999 (the "Class C Debentures") for an
aggregate  purchase  price of $2.0 million.  As required by the  Investors,  Mr.
Brand  used the  proceeds  of the sale of  Common  Stock  pursuant  to the Stock
Purchase  Agreement to acquire $667,000 in face amount of the Class C Debentures
pursuant to the Purchase  Agreement for a cash purchase  price of $500,000.  The
Class C Debentures  are currently  convertible  into shares of Common Stock at a
conversion  price  of  $0.31  per  share,   subject  to  adjustment  in  certain
circumstances.

Pursuant to the terms of a  Registration  Rights  Agreement,  dated  October 21,
1998,  the  purchasers  of the Class C Debentures,  including  Mr.  Brand,  have
certain  registration rights with respect to the shares of Common Stock issuable
upon conversion of the Class C Debentures.

As of  September  1, 1999,  the  Company  entered  into a Reduced  and  Extended
Revolving  Credit Note (the  "Replacement  Note") and a Recognition  and Limited
Forebearance Agreement (the "Forebearance Agreement") with the Bank. Pursuant to
the terms of the Replacement  Note, the amount available for borrowing under the
Revolver was reduced to $1.93 million (the amount  outstanding  as of such date)
and the maturity  date of the Revolver was extended to December 31, 1999.  Under
the terms of the  Forebearance  Agreement,  the Bank agreed to  forebear,  until
December 31, 1999,  from  declaring any event of default or from  exercising any
remedies under the Facility.

<PAGE>

LOGIMETRICS, INC.

On February 17, 2000,  the Company  entered into a non-binding  letter of intent
(the "Letter of Intent") with Signal Technology  Corporation ("Signal") pursuant
to which Signal  proposes to acquire the Company  through the merger of a wholly
owned  subsidiary  of  Signal  with  and into  LogiMetrics  (the  "Merger").  In
connection with the proposed Merger,  Signal currently intends to contribute the
assets of mmTech to Signal's  recently  formed Signal  Wireless  Group  ("SWG").
Pursuant to the current terms of the proposed  Merger,  holders of the Company's
Common Stock  (including  shares  issuable  upon the exercise or  conversion  of
outstanding options, warrants and convertible securities),  would receive, based
on a formula to be finalized,  a certain  percentage of a tracking security that
would reflect the performance of SWG ("SWG Equity"),  which would be distributed
upon completion of a public offering of SWG Equity,  and shares of Signal common
stock.  The proposed  Merger is intended to be tax-free to the  stockholders  of
LogiMetrics for federal income tax purposes.

In  connection  with the Letter of Intent,  Signal has loaned  $2,000,000 to the
Company for working  capital and other purposes (the "Signal Loan")  pursuant to
the terms of a  Negotiable  Secured  Senior  Subordinated  Promissory  Note (the
"Signal Note").  The Signal Loan matures on December 31, 2000 and bears interest
at a rate of 10% per annum, payable at maturity.  The Signal Loan may be prepaid
by the Company at any time and is subject to  mandatory  repayment  in the event
that the Company completes an institutional  financing generating gross proceeds
of  $7,500,000  or  more  or  the  Company  engages  in  certain   extraordinary
transactions  (other  than  with  Signal)  or  executes  a letter  of  intent or
agreement  relating  thereto.  The Signal Loan is secured by liens on all of the
Company's assets. Signal has the right to accelerate the repayment of the Signal
Loan upon the occurrence of certain events of default,  including the failure of
the  Company to pay  amounts  owed  under the  Signal  Note when due, a material
breach by the Company of certain  covenants and  representations  and warranties
made to Signal or the occurrence of certain insolvency events.

Concurrently with the making of the Signal Loan,  certain existing  investors in
the Company  also loaned the Company  $1,000,000  (the  "Investor  Loans").  The
Investor  Loans  are  evidenced  by  a  Substitute   Negotiable  Secured  Senior
Subordinated  Promissory Note (the "Investor  Notes") and are secured pari passu
with the Signal  Loan.  The  Investor  Loans bear  interest at a rate of 13% per
annum  (payable at maturity) and mature on July 1, 2000. The Signal Loan and the
Investor Loans are referred to collectively as the "Loan Transactions."

Pursuant to the Letter of Intent,  the Company granted to Signal the option (the
"Option") to purchase the Company's high-power amplifier business (the "New York
Business").  The  exercise  price of the  Option is  $2,000,000  less the unpaid
amount of the Signal Loan less any funded indebtedness of the Company assumed by
Signal.  The Option  expires on the  earlier of (i) 30 days after the payment in
full of the Signal Loan and (ii) December 31, 2000.

In  addition,  upon  execution  of the Letter of Intent,  the Company and Signal
entered into a Management  Agreement (the  "Management  Agreement")  pursuant to
which, Signal, through its Keltec division, assumed the management and operation
of the New York Business and has assumed all current liabilities of the New York
Business.  Pursuant to the Management Agreement, Signal has relocated the assets
of the New York  Business  (excluding  real  estate and  fixtures)  to  Signal's
facility in Florida.  Under the Management Agreement,  Signal is responsible for
all  expenses  incurred  and is entitled  to retain all  revenues  generated  in
connection  with its operation of that business.  Signal also has agreed to make
interest  payments due on the Revolver during the period it is operating the New
York  Business.  Pursuant  to the  Management  Agreement,  if the  Merger is not
consummated and the Company enters into an acquisition  transaction with a third
party  prior to  December  31,  2000,  Signal  has the  right  either  to retain
ownership of the assets of the New York Business for no additional consideration
or to return such assets to the Company.  In the event that Signal  returns such
assets to the Company,  the Company is  obligated  to  reimburse  Signal for the
expenses of moving the assets both to and from Signal's Florida facility and for
any interest payments made by Signal in respect of the Revolver.

Pursuant  to the  Letter of  Intent,  the  Company is  obligated  under  certain
circumstances  to re-pay all loans made by Signal,  together  with a  prepayment
penalty of $100,000,  and to pay a termination fee of $800,000 in the event that
the  Company  enters  into a  letter  of  intent  or  similar  agreement  for an
acquisition transaction with a third party prior to June 16, 2000.

<PAGE>

LOGIMETRICS, INC.

The  transactions  described above are  collectively  referred to as the "Signal
Transactions."

The consummation of the proposed Merger is subject to the satisfaction or waiver
of a number  of  customary  conditions  precedent,  including  the  satisfactory
completion  of the Company's  and Signal's due  diligence  investigation  of the
business and affairs of one another, the Company's compliance with its reporting
obligations  under  the  Securities  Exchange  Act  of  1934,  as  amended,  the
negotiation and execution of definitive  agreements for the Merger, the approval
of the proposed Merger by the boards of directors and shareholders of Signal and
the  Company  and  the  receipt  of any  required  consents,  authorization  and
approvals.  No assurances can be given that such conditions will be satisfied or
as to the timing  thereof.  Further,  no assurances can be given that the Merger
will be consummated on the terms summarized above or at all.

In  connection  with the Signal  Transactions,  the Company and the Bank entered
into a  Consent  Letter  (the  "Consent  Letter")  pursuant  to  which  the Bank
consented to the Signal  Transactions and agreed to waive any defaults under the
Revolver  resulting  therefrom.  In addition,  in the Consent  Letter,  the Bank
agreed to modify and  extend  the  maturity  date of the  Replacement  Note from
December 31, 1999 to June 30, 2000 and to eliminate certain covenants  contained
therein. In exchange,  the Company agreed, among other things, (i) to reduce the
amount  available  under the Revolver to $1.8  million  (the amount  outstanding
thereunder as of such date),  (ii) that no further  advances would be made under
the  Revolver,  and  (iii) to pay all past due  amounts  outstanding  under  the
Revolver,  and to pay the Bank certain  additional fees specified in the Consent
Letter.

It is a condition to the Signal Transactions that approximately $10.7 million of
the Company's  indebtedness  (excluding obligations owed to the Bank and certain
other  indebtedness)  be converted  into shares of the  Company's  Common Stock.
Based on discussions with the holders of such indebtedness, the Company believes
that such holders will convert that  indebtedness  to Common Stock,  although no
assurance  can be given  that  the  Company  will  receive  all of the  consents
required to effect such  conversion  or as to the terms  thereof.  In  addition,
pursuant to the terms of the Signal Transactions, all previously issued options,
warrants  and other  convertible  securities  must to be  converted  into Common
Stock. Based on discussions with the holders of such

<PAGE>

LOGIMETRICS, INC.

securities,  the Company  believes that such holders will  convert,  exercise or
exchange such  securities for shares of Common Stock,  although no assurance can
be given that the Company will  receive all of the  consents  required to effect
such conversions,  exercises and exchanges or as to the terms thereof.  Based on
the discussions  held to date, the Company  believes that it will be required to
issue shares of Common Stock to the holders of such  indebtedness and securities
in an  amount  substantially  in excess  of 50% of the  shares  then-outstanding
(after giving effect to such issuance).

The summary of the Signal  Transactions  contained  herein is not intended to be
complete  and is qualified in its entirety by reference to the Letter of Intent,
the loan  documents  for the Loan  Transactions  and the  Management  Agreement,
copies of which have been filed as exhibits to the  Company's  Annual  Report on
Form 10-KSB for the fiscal year ended June 30, 1998.

Year 2000 Issue

The Year 2000 issue is the result of computer  programs  being written using two
digits rather than four to define the applicable year. Certain computer programs
may recognize a date using "00" as the year 1900 rather than the year 2000. This
could  result in a system  failure or  miscalculations  causing  disruptions  of
operations,  including,  among other  things,  a temporary  inability to process
transactions, send invoices or engage in similar normal business activity.

The Company  established  a team in February  1999 to assess risk,  identify and
correct  exposures when possible,  and develop  contingency  plans for Year 2000
compliance  issues.  The  assessment  was completed in April 1999. The committee
identified several areas of potential concern to the Company,  most particularly
the software  and  hardware  used as part of its own  information  systems,  the
impact of Year 2000 problems on the operation of its products,  both current and
discontinued,  the impact of Year 2000 issues on its vendors, the impact of Year
2000 issues as it affects the physical working  environment in which the Company
operates,  the  potential  impact of Year 2000  problems on the markets that the
Company sells into and finally, contingency planning.

The Company  completed  its review of the software and hardware  systems used by
the  Company's  information  systems in April 1999.  Based on that  review,  and
certain modifications made to its existing software and hardware and conversions
to new software, the Company believes its internal systems and hardware are Year
2000 compliant.

The Company has  completed a review of its products and believes  that Year 2000
issues will have no material  impact on the  performance  of its product line as
its products' functionality is not dependent on date or time references.

<PAGE>

The Company formally communicated with its significant suppliers, customers, and
critical business partners to determine the extent to which the Company might be
vulnerable in the event that those parties  failed to properly  remediate  their
own Year 2000 issues. Based on those  communications,  the Company believes that
its significant  suppliers,  customers and critical  business  partners are Year
2000 compliant.

The Company also reviewed the operating environment within which it functions to
assess the Year 2000 risks relating to, among other things,  its heating and air
conditioning  systems,  security  systems,  communication  systems  and  related
hardware and believes its operating  environment will not be materially impacted
by Year 2000 issues.  Based on the Company's current  assessments of its markets
and  customers,  the  Company  does not  believe  that  Year  2000  issues  will
significantly alter demand for the Company's products.

The Company has developed a contingency  plan to deal with certain critical Year
2000 "what if" situations  should they arise. The Company currently expects that
it will  shift  supply  orders  to  suppliers  that can  demonstrate  Year  2000
compliance  if  disruptions  occur.  However,  the Company  continues to monitor
potential  Year 2000 issues,  and will seek to modify its plan to respond to any
Year 2000 issues that may arise.

The Company  believes that it is currently Year 2000 compliant.  There can be no
assurances,  however,  that the Company's internal systems and products or those
of third  parties  on which  the  Company  relies  will not  suffer  disruptions
relating to Year 2000 issues.  The failure to achieve Year 2000 compliance or to
have appropriate contingency plans in place to deal with any noncompliance could
result in a significant disruption of the

<PAGE>

LOGIMETRICS, INC.

Company's  operations and could have a material  adverse effect on the Company's
financial condition or results of operations.

Based on the assessments described above, the Company estimates that it expended
less than $0.1 million to achieve Year 2000 compliance.

Currently,  the Company has not  experienced  any  significant  system  problems
relating to Year 2000.

Forward-Looking Statements

Certain  information  contained  in this Form  10-QSB  contains  forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended,  and Section 21E of the  Securities  Exchange Act of 1934,  as amended,
that are based on the beliefs of the Company's management as well as assumptions
made by and information  currently available to the Company's  management.  When
used  in  this  Form  10-QSB,  the  words  "estimate,"   "project,"   "believe,"
"anticipate,"  "intend,"  "expect," "plan,"  "predict," "may," "should," "will,"
the  negative   thereof  and  similar   expressions  are  intended  to  identify
forward-looking statements. Forward-looking statements are inherently subject to
risks and  uncertainties,  many of which cannot be predicted  with  accuracy and
some of which might not even be  anticipated.  Future events and actual results,
financial  and  otherwise,  could differ  materially  from those set forth in or
contemplated by the  forward-looking  statements herein.  Important factors that
could  contribute  to such  differences  include,  but are not  limited  to, the
following:  general economic and political conditions,  as well as conditions in
the markets for the Company's  products;  the Company's history of losses,  cash
constraints  and  ability  to  continue  as a going  concern;  the  shift in the
Company's  business  focus;  the  Company's  dependence  on and the  effects  of
government   regulation;   the  Company's  dependence  on  the  PMP  market  and
uncertainties relating to the size and timing of any such market that ultimately
develops;  the Company's  dependence on large orders and the effects of customer
concentrations;  the  Company's  dependence on the private sale of securities to
meet its working  capital  needs;  the Company's  dependence  on future  product
development and market acceptance of the Company's products, particularly in the
PMP market; the Company's limited proprietary technology;  possible fluctuations
in quarterly results; the effects of competition; risks related to international
business  operations;  and the  Company's  dependence  on a  limited  number  of
suppliers.  Other  factors may be described  from time to time in the  Company's
other filings with the  Securities  and Exchange  Commission,  news releases and
other communications. Readers are cautioned not to place undue reliance on these
forward-looking statements,  which speak only as of the date hereof. The Company
does not  undertake any  obligation  to release  publicly any revisions to these
forward-looking  statements to reflect  events or  circumstances  after the date
hereof or to  reflect  the  occurrence  of  unanticipated  events.  The  Company
cautions readers that a number of important  factors  discussed  herein,  and in
other reports filed with the  Securities and Exchange  Commission,  particularly
the  Company's  Form 10-KSB for the year ended June 30,  1998,  could affect the
Company's  actual  results and cause actual  results to differ  materially  from
those in the forward looking statements.

Subsequent  written  and oral  forward-looking  statements  attributable  to the
Company  or  persons  acting on its  behalf  are  expressly  qualified  in their
entirety by the cautionary statements set forth above and contained elsewhere in
this Form 10-QSB.


<PAGE>



                           PART II - OTHER INFORMATION


Item 3.  Defaults Upon Senior Securities

For a description of certain defaults under the Company's debt  securities,  see
Item 2.  Management's  Discussion  and Analysis or Plan of Operation - Liquidity
and Capital Resources.

Item 6.  Exhibits and Reports on Form 8-K

(a)   Exhibits:

      Number                     Description

        27                Financial Data Schedule

(b)      Reports on Form 8-K:

         Current Report on Form 8-K, filed September 24, 1998.


<PAGE>


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                            LOGIMETRICS, INC.


Dated: April 26, 2000                       By: /s/Erik S. Kruger
                                                ________________________________
                                                Erik S. Kruger
                                                Vice President -
                                                Finance and Administration
                                                and Principal Accounting Officer

<PAGE>



                                LOGIMETRICS, INC.

                                INDEX TO EXHIBITS




                      Exhibit Number                               Page No.


               27     Financial Data Schedule