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 December 31, 1996

[ ] 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.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

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

                 121-03 Dupont Street, Plainview, New York 11803
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                    Issuer's telephone number: (516) 349-1700
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
     (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     [X]                                No      [ ]

     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 February 14, 1997: 3,049,294 shares
   $.01 per share

Transitional Small Business Disclosure Format (check one):

           Yes    [ ]                                 No      [X]
                                                        

<PAGE>


                                LOGIMETRICS, INC.

                                      INDEX

                                                                        Page
Part I - Financial Information

Item 1.  Consolidated Financial Statements (Unaudited)

    Balance Sheet - December 31, 1996...................................   3

    Statements of Operations -
    Six months ended December 31, 1996 and 1995.........................   4

    Three months ended December 31, 1996 and 1995.......................   5

    Statements of Cash Flows -
    Six months ended December 31, 1996 and 1995.........................   6

    Notes to Consolidated Financial Statements -
    December 31, 1996...................................................   7

Item 2.  Management's Discussion and Analysis or Plan of Operation......  16

PART II - OTHER INFORMATION

Item 3.  Defaults Upon Senior Securities................................  21

Item 6.  Exhibits and Reports on Form 8-K................................ 21

SIGNATURES............................................................... 23

<PAGE>

                                LOGIMETRICS, INC.
                           CONSOLIDATED BALANCE SHEET
                                December 31, 1996
                                   (Unaudited)

ASSETS
CURRENT ASSETS:
    Cash                                                          $   167,145
    Accounts receivable, less allowance
      for doubtful accounts of $150,000                               558,117
    Costs and estimated earnings in excess of
        billings on uncompleted contracts (Note 2)                  1,035,622
    Inventories                                                     2,073,472
    Prepaid expenses and other current assets                          76,509
                                                                   ----------

       Total current assets                                         3,910,865
   Equipment and fixtures (Note 3)                                    464,672
   Deferred financing costs                                           220,875
   Other assets                                                        20,300
                                                                   ----------

TOTAL ASSETS                                                       $4,616,712
                                                                   ==========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
  Accounts payable and other accrued expenses                      $3,090,813
  Customer advances                                                   536,295
  Accrued warranty expense                                            150,000
  Current portion of long-term debt (Note 4)                        3,745,792
                                          -                         ---------

   Total current liabilities                                        7,522,900
LONG-TERM DEBT (Note 4)                                                75,969
                     -                                               --------

TOTAL LIABILITIES                                                   7,598,869
                                                                    ---------

COMMITMENTS
STOCKHOLDERS' DEFICIENCY (Note 5)
     Preferred Stock:
       Series A, stated value $50,000 per share;
       authorized, 200 shares; issued and
       outstanding, 30 shares                                         990,564
     Warrants                                                       1,023,234
     Common Stock:
       Par value $.01; authorized,
       35,000,000 shares; issued and
       outstanding, 3,049,294 shares                                   30,493
Additional paid-in capital                                          1,836,061
Accumulated deficit                                                (6,699,559)
Stock subscriptions receivable                                       (162,950)
                                                                   -----------

TOTAL STOCKHOLDERS' DEFICIENCY                                     (2,982,157)
                                                                   ---------- 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                     $4,616,712
                                                                   ==========

                 See Notes to Consolidated Financial Statements

<PAGE>


                                LOGIMETRICS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                               Six Months Ended December 31,
                                       -----------------------------------------
                                          1996                          1995

Net revenues                           $3,157,664                   $2,578,858
Cost and expenses:
     Cost of revenues (Note 2)          3,673,468                    3,170,617
     Selling, general and
       administrative expenses          1,132,287                      770,371
                                        ---------                      -------

(Loss) from operations                 (1,648,091)                  (1,362,130)
Interest expense                          346,374                      163,028
                                          -------                      -------

(Loss) before income taxes             (1,994,465)                  (1,525,158)
(Benefit) provision for income taxes        -                         (299,000)
                                       ----------                    ---------- 
                                                                                
Net (loss)                             (1,994,465)                  (1,226,158)

Preferred stock dividends                 110,422                         -    
                                          -------                    ---------- 

Net (loss) available
 to common shareholders               $(2,104,887)                 $(1,226,158)
                                      ===========                  =========== 


(Loss) per common
  share (Note 6)                      $      (.71)                 $      (.43)
(Loss) per fully diluted
  share (Note 6)                      $      (.71)                 $      (.43)

Weighted average number of common
  shares and equivalents outstanding    2,964,183                    2,860,614

                 See Notes to Consolidated Financial Statements

<PAGE>

                                LOGIMETRICS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                           Three Months Ended December 31,
                               -------------------------------------------------
                                      1996                              1995

Net revenues                     $  1,263,802                       $  276,054
Cost and expenses:
Cost of revenues (Note 2)           1,855,407                        1,428,314
Selling, general and
  administrative expenses             517,985                          366,587
                                   -----------                      ----------
(Loss) from operations             (1,109,590)                      (1,518,847)
Interest expense                      174,920                           80,666
                                    ----------                       ----------
 
(Loss) before income taxes         (1,284,510)                      (1,599,513)
(Benefit) provision for income taxes    -                             (324,000)
                                    ---------                       -----------
Net (loss)                         (1,284,510)                      (1,275,513)

Preferred stock dividends              55,961                              -
                                    ---------                        ----------
Net (loss) available
to common shareholders           $ (1,340,471)                   $  (1,275,513)
                                 =============                    ============= 

(Loss) per common                      -
  share (Note 6)                 $       (.45)                   $        (.45)
(Loss) per fully diluted
  share (Note 6)                 $       (.45)                   $        (.45)

Weighted average number of common
shares and equivalents outstanding  2,973,412                        2,860,614

                 See Notes to Consolidated Financial Statements


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


                                          Six Months Ended December 31,
                                   ---------------------------------------------
                                                 1996                   1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) available to
   common shareholders                        $(2,104,887)         $(1,226,158)
                                              -----------          ----------- 

   Adjustments to reconcile net (loss) to
   net cash used in operating activities:
       Depreciation and amortization              200,211               49,761
       Deferred income tax (benefit)                -                 (299,000)
       Preferred stock dividends payable          110,422                 -   
       Changes in operating assets 
          and liabilities:
       (Increase) decrease in assets:
         Accounts receivable                      624,996              757,496
         Cost and estimated earnings
           in excess of billings on
           uncompleted contracts                  (33,859)             822,740
         Inventories                              197,981             (302,160)
         Prepaid expenses and other 
           current assets                         111,977              (42,501)
         Other assets                                 425              (18,500)
       Increase (decrease) in liabilities:
         Accounts payable and accrued expenses    918,408              291,295
         Income taxes payable - current              --                   --    
                                                ---------            ---------
           Total adjustments                    2,130,561            1,259,131
                                                ---------            ---------

Net cash provided by operating activities          25,674               32,973
                                                ---------             --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                           (18,144)             (71,883)
                                                ---------              -------- 

   Net cash used in investing activities          (18,144)             (71,883)
                                                ----------             -------- 

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds of debt and warrant issuance - net       -                 394,936
   Proceeds from exercise of warrants                 943                  -
   Decrease in stock subscriptions receivable       1,250
   Repayment of debt                              (86,849)            (366,077)
                                                 --------             -------- 

   Net cash (used in) provided by financing
     activities                                   (84,656)              28,859
                                                 --------               ------

NET INCREASE (DECREASE) IN CASH                   (77,126)             (10,051)

CASH and CASH EQUIVALENTS, beginning
  of period                                       244,271               40,858
                                              -----------               ------

CASH AND CASH EQUIVALENTS, end of period     $    167,145          $    30,807
                                               ==========            =========

                 See Notes to Consolidated Financial Statements

<PAGE>

                                LOGIMETRICS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  Financial Statements

The  accompanying  consolidated  financial  statements  include the accounts of 
LogiMetrics, Inc. and its wholly owned subsidiary (collectively, the "Company").
All intercompany balances and transactions have been eliminated.

As discussed in the opinion of the Company's independent auditors for the fiscal
year  ended  June  30,  1996,  the  Company's  losses  from  operations  and the
stockholders'  capital  deficiency raise  substantial doubt about its 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 December 31, 1996,  the statements of operations for the
six-month  and  three-month  periods ended  December 31, 1996 and 1995,  and the
statements of cash flows for the six-month  periods ended  December 31, 1996 and
1995,  have been  prepared  by the  Company  without  audit.  Such  accompanying
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 occurring accruals considered necessary for a
fair  presentation,  have been  included.  Results  for the six months and three
months ended  December 31, 1996 are not  necessarily  indicative  of the results
that may be achieved  for any other  interim  period or for the year ending June
30, 1997.  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, 1996.

2.  Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts

Costs and  estimated  earnings in excess of billings  on  uncompleted  contracts
consist of the following at December 31, 1996:

Costs and estimated earnings                                    $1,570,568
Less:  Estimated loss upon completion                             (339,167)
          Progress billings                                       (195,779)
                                                                  -------- 
                                                                $1,035,622
                                                                ==========


<PAGE>
                                LOGIMETRICS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


3.  Equipment and Fixtures

Equipment and fixtures, at cost, are summarized as follows at
December 31, 1996:

Machinery and equipment                                         $2,151,874
Furniture and fixtures                                             131,129
Leasehold improvements                                             149,198
                                                                ----------
                                                                 2,432,201
Less: accumulated depreciation and amortization                 (1,967,529)
                                                                ---------- 
                                                                $  464,672
                                                                ==========

4.  Long-Term Debt

Long-term debt consists of the following at December 31, 1996:

Notes payable to North Fork Bank                               $ 2,218,864
Senior Subordinated Debentures                                   1,500,000
  Less:  discount at issuance                                     (457,628)
  Plus:  amortization of discount                                  128,709
Subordinated Debentures                                            300,000
Capital lease obligations and other debt                           131,816
                                                                 ---------
                                                                 3,821,761
Less:  current portion                                           3,745,792
                                                              ------------
                                                               $    75,969
                                                               ===========

Subordinated Debentures and Series A and Series B Warrants

On July 14, 1995,  the Company  completed a private  offering of 15 units of its
securities  at a price of $20,800 per unit.  Each unit  consisted of one $20,000
12% Convertible  Subordinated  Debenture (the "Old  Debentures")  and one Common
Stock Purchase Warrant, Series A (the "Old Series A Warrants"). For managing the
financing,  Common  Stock  Purchase  Warrants,  Series  B  (the  "Old  Series  B
Warrants")  to purchase  1,500,000  shares of Common  Stock,  par value $.10 per
share (the "Class A Common Stock"),  were sold to SFM Group,  Ltd. ("SFM") at a 
price of $.02 per warrant.

Subsequently,  on March 7, 1996, in  connection  with the  recapitalization  and
change in control of the Company (the "Recapitalization"), all of the holders of
the Old  Debentures,  Old Series A Warrants and Old Series B Warrants  exchanged
such debentures and warrants for Amended and

<PAGE>


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


Restated   12%   Convertible    Subordinated   Debentures   (the   "Subordinated
Debentures"),  Amended and Restated  Series A Warrants (the "Series A Warrants")
and  Amended  and  Restated   Series  B  Warrants  (the  "Series  B  Warrants"),
respectively.

The  Subordinated  Debentures  are  convertible  into an  aggregate of 1,200,000
shares of Common Stock, par value $.01 per share (the "Common  Stock"),  at $.25
per share,  subject to adjustment in certain  circumstances.  As of February 14,
1997,  the Company was in default with respect to the payment of interest  under
the  Subordinated  Debentures;  accrued  and unpaid  interest  totaled  $58,826.
Therefore,  the Company has reclassified the Subordinated  Debentures as current
liabilities.  Interest  accrues at the rate of 15% per annum on unpaid  interest
and 12% per annum on the outstanding principal.  The principal is payable in one
balloon payment on July 14, 1997. The  Subordinated  Debentures are subordinated
in right of payment to the 12% Convertible Senior  Subordinated  Debentures (the
"Senior Debentures"),  the Fifth Restated and Amended Revolving Credit Note (the
"Revolver") and the Further Restated,  Increased and Amended Term Loan Note (the
"Term Loan") with the Company's senior lender, North Fork Bank (the "Bank"), and
capital lease obligations.

The Series A Warrants may be exercised at a price of $.25 per share,  subject to
adjustment  in certain  circumstances,  for an  aggregate  of 600,000  shares of
Common  Stock.  The Series B Warrants  may be  exercised  at a price of $.25 per
share,  subject to  adjustment  in certain  circumstances,  for an  aggregate of
1,500,000  shares of Common  Stock.  Both Series A and Series B Warrants  may be
exercised at any time until July 15, 2002. As of February 14, 1997,  the Company
had not filed a  registration  statement  effecting  the  Series A and  Series B
Warrant holders' registration rights as required by the terms thereof.

Senior Debentures and Series C Warrants

In connection with the Recapitalization,  the Company sold to Cerberus Partners,
L.P. ("Cerberus"),  30 units for an aggregate purchase price of $1,500,000. Each
unit  consisted of one $50,000  Senior  Debenture and one Common Stock  Purchase
Warrant,  Series C (the "Series C  Warrants")  entitling  the holder  thereof to
purchase 84,746 shares of Common Stock for $.01 per share, subject to adjustment
in certain circumstances, at any time prior to March 7, 2003.

The Company allocated the $1,500,000  received between the Senior Debentures and
the Series C Warrants based on their estimated fair value as of March 7, 1996.

Each Senior Debenture is convertible into 84,746 shares of Common Stock, subject
to  adjustment in certain  circumstances.  The Senior  Debentures  are senior in
right of payment to the Subordinated Debentures, but are subordinate to the Term
Loan and the Revolver.  The principal is payable on the Senior Debentures in one
balloon payment due December 31, 1998.


<PAGE>

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


As of February 14, 1997,  the Company had not paid  interest  accrued since June
16,  1996 on the  Senior  Debentures,  had not  filed  in a  timely  manner  the
registration  statement  effecting  the Senior  Debentures  and Series C Warrant
holder's  registration  rights as required by the terms thereof,  and was not in
compliance with the financial covenants described below. Therefore,  the Company
has reclassified the Senior Debentures as current liabilities.

Accrued and unpaid  interest  on the Senior  Debentures  totaled  $151,908 as of
February 14, 1997.  Interest is currently payable at the rate of 16.5% per annum
on the outstanding  principal and at the rate of 16.5% on the past-due interest.
Interest accrued on the unpaid principal at the rate of 12% per annum until June
5, 1996. On June 6, 1996, the interest rate increased to 13.5% per annum for the
ensuing  three-month period, due to the Company's failure to file a registration
statement  effecting  the  Senior  Debentures  and  Series  C  Warrant  holder's
registration rights as required by the terms thereof.  Thereafter,  the interest
rate increased each 30-day period by 0.5% per annum to a rate of 16.5% per annum
on February 3, 1997. Until the Company files a registration  statement effecting
the Senior  Debentures and Series C Warrant holder's  registration  rights,  the
interest rate will increase by 0.5% per annum for each ensuing 30 day period, to
a maximum interest rate on unpaid principal and interest of 17% per annum.  Upon
the  filing  of the  registration  statement  and the  payment  of the  past due
interest, the interest rate will revert to 12% per annum.

The Senior  Debentures  contain certain financial  covenants,  which the Company
failed to meet as of December 31, 1996. The covenants have five components:  (i)
a minimum  tangible net worth of $4.5 million,  (ii) a current ratio of at least
2.75 to 1.0,  (iii) a minimum  working  capital  level of $5.5  million,  (iv) a
maximum ratio of total liabilities to tangible net worth of 1.25 to 1.0, and (v)
a minimum debt service  coverage  ratio of 1.05 to 1.0. On October 31, 1996, the
Company issued a note to Cerberus in the amount of $15,000  (which  increased to
$22,500 in  accordance  with its  terms),  and in exchange  Cerberus  waived the
requirements  for the Company to comply with the financial  covenants  described
above  through  the end of the  Company's  fiscal  year ending June 30, 1997 and
waived  its  right to  declare  an event of  default  with  respect  to the late
interest payment until December 15, 1996.

North Fork Bank Credit Facilities

The  Company  has two  credit  facilities  available  to it from the  Bank.  The
facilities,  as amended in October 1995 and March 1996, provide the Company with
the Revolver,  which allows up to $2,200,000 in borrowings  and matures  October
31, 1997,  and the Term Loan in the principal  amount of $800,000  which matures
December 31, 1998.  The Revolver  bears  interest at the rate of 2% per annum in
excess of the Bank's  prime  rate;  the Term Loan bears  interest at the rate of
1.5% per annum in excess of the Bank's prime rate.  On February  14,  1997,  the
Bank's prime rate was 8.25% per annum.

<PAGE>
                                LOGIMETRICS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


The Company is current with respect to its interest payments on the Revolver and
its  interest  and  principal  payments  on the Term Loan.  However,  the credit
facilities with the Bank contain certain financial covenants,  which the Company
failed to meet as of December 31, 1996. The covenants have five components:  (i)
a minimum  tangible net worth of $4.5 million,  (ii) a current ratio of at least
2.75 to 1.0,  (iii) a minimum  working  capital  level of $5.5  million,  (iv) a
maximum ratio of total liabilities to tangible net worth of 1.25 to 1.0, and (v)
a minimum debt service coverage ratio of 1.05 to 1.0.  Pursuant to a Forbearance
Agreement, by and between the Company and the Bank, dated as of October 31, 1996
(the "Forbearance Agreement"),  the Bank has agreed to forbear any rights it may
have under the Revolver or Term Loan in connection with the Company's failure to
comply with the  financial  covenants  of the  Revolver  and Term Loan until the
earlier  of  February  28,  1997,  or the date on which  the Bank  receives  the
Company's December 31, 1996 interim financial statements. Therefore, the Company
has reclassified the Revolver and the Term Loan as current liabilities.

Under the Term Loan and the  Revolver,  the  Company is  required to maintain an
aggregate  average  monthly ledger balance of $175,000 in  non-interest  deposit
accounts with the Bank (the  "Compensating  Balance  Requirement").  For the six
months ended December 31, 1996, the Company's  aggregate  average monthly ledger
balance was less than the required  amount.  Accordingly,  the Company paid fees
totaling  approximately  $3,000 to the Bank,  which represent (a) the difference
between  $175,000 and the aggregate  average monthly ledger balance  maintained,
multiplied  by (b) a fixed rate (the  "Deficiency  Rate")  equal to four percent
(4%) in excess of the  Bank's  prime  rate,  based on a 360-day  year and actual
number of days elapsed.  The Deficiency  Rate is established on the first day of
each January and July and is applicable  for the  immediately  ensuing six month
period.

The Company is  currently  negotiating  with the Bank to modify the terms of the
Revolver and the Term Loan to cure the existing defaults thereunder. However, no
assurance  can be given that the Bank will agree to amend the  Revolver  and the
Term Loan or as to the terms of any such agreement.

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

Fiscal year ending June 30, 1997                        $3,720,309
Fiscal year ending June 30, 1998                            50,965
Thereafter                                                  50,487
                                                        ----------
                                                        $3,821,761
                                                        ==========

<PAGE>

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


5.       Stockholders' Deficiency

(a)      Common and Preferred Stock

In March 1996, the Company's  Certificate of  Incorporation  was amended.  Among
other things,  the  authorized  Common Stock of the Company was  increased  from
7,000,000  shares  of  Class A Common  Stock,  par  value  $.10  per  share,  to
35,000,000  shares of Common stock,  par value $.01 per share.  The  appellation
"Class A" was eliminated  from the Common Stock,  since there were no longer any
shares  of  Class  B  Common  Stock  outstanding.  In  addition,  the  Company's
Certificate  of  Incorporation  was amended to authorize 200 shares of Preferred
Stock, par value $.01 per share.

During the year ended June 30, 1996,  the Company  granted  stock options to two
officers.  Richard K. Laird, the former President and Chief Executive Officer of
the Company,  effectively  received options to purchase 225,000 shares of Common
Stock at an exercise  price of $.40 per share,  subject to adjustment in certain
circumstances.  Russell J.  Reardon,  the  Company's  Senior Vice  President  of
Finance  and  Administration,  received  options to purchase  250,000  shares of
Common Stock at an exercise  price of $.50 per share,  subject to  adjustment in
certain circumstances.

In June  1996,  one  Common  Stock  Purchase  Warrant,  Series D (the  "Series D
Warrants")  was  exercised.  As a result,  the number of shares of Common  Stock
increased by 94,340 to 2,954,954 shares.

In December 1996, one Series D Warrant was exercised. As a result, the number of
shares of Common Stock increased by 94,340 to 3,049,294 shares.

Preferred Stock and Series D Warrants

In connection with the Recapitalization, the Company sold in a private placement
30 units for an aggregate  purchase price of $1,500,000.  Each unit consisted of
one share of Series A 12% Cumulative Convertible Redeemable Preferred Stock (the
"Preferred  Stock") and one Series D Warrant.  Each share of Preferred  Stock is
convertible into 94,340 shares of Common Stock, subject to adjustment in certain
circumstances.  Each Series D Warrant  entitles  the holder  thereof to purchase
94,340  shares of Common  Stock at $.01 per  share,  subject  to  adjustment  in
certain circumstances,  at any time prior to March 7, 2003. Holders of Preferred
Stock have no voting or pre-emptive rights except as provided by law.

The Company  allocated the $1,500,000  received  between the Preferred Stock and
the Series D Warrants based on their estimated fair value as of March 7, 1996.


<PAGE>
                                LOGIMETRICS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Dividends on the Preferred Stock are payable quarterly, beginning June 15, 1996.
The Company has not paid any dividends on the Preferred  Stock. The Company also
has not filed a registration  statement effecting the Preferred Stock and Series
D Warrant holders' registration rights as required by the terms thereof.

The  accumulated  amount of dividends due on the Preferred  Stock as of February
14, 1997 was $196,579.  Accumulated  dividends were payable at the rate of 12.0%
per annum until June 5, 1996. On June 6, 1996,  the dividend  rate  increased to
13.5% per annum for the ensuing three-month period because the Company failed to
file in a timely manner the registration statement effecting the Preferred Stock
and  Series D Warrant  holders'  registration  rights as  required  by the terms
thereof.  Thereafter, the dividend rate increased monthly by 0.5% per annum to a
rate of 16.5%  per annum on  February  6,  1997.  Until  the  Company  files the
registration  statement,  the dividend  rate will  increase  monthly by 0.5% per
annum to a maximum rate on unpaid  accumulated  dividends of 17% per annum. Upon
the  filing  of the  registration  statement  and  the  payment  of  accumulated
dividends, the dividend rate will revert to 12% per annum.

The Preferred Stock is redeemable,  at the Company's option,  upon the giving of
thirty days prior written notice, unless the price of the Company's Common Stock
fell below $5.00 per share during the 120-day period  immediately  preceding the
date of the notice.  If redeemed by the  Company,  the  Preferred  Stock must be
redeemed at stated value plus all accrued and unpaid accumulated dividends.

Series E Warrants

In December  1995,  the Company  entered  into a consulting  agreement  with two
companies,  SFM, whose principals include Alfred  Mendelsohn,  a director of the
Company,  and  Lawrence I.  Schneider,  a former  director of the  Company,  and
Phipps,  Teman & Company,  L.L.C.  ("PTCO"),  whose principals include Norman M.
Phipps, the Company's Acting President,  and Wade Teman, a Senior Vice President
of  the  Company,   for  services  to  be  rendered  in   connection   with  the
Recapitalization. Pursuant to the consulting agreement, upon consummation of the
Recapitalization  SFM and PTCO  were paid cash  fees of  $212,500  and  received
warrants to  purchase a total of  1,000,000  shares of Common  Stock at $.50 per
share, subject to adjustment in certain  circumstances,  any time prior to March
7, 2003 (the "Series E Warrants").  As of February 14, 1997, the Company had not
filed  a  registration   statement  effecting  the  Series  E  Warrant  holders'
registration rights as required by the terms thereof.

<PAGE>

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


Series F Warrants

On May 1, 1996, the Company issued common stock purchase warrants, Series F (the
"Series F Warrants") to certain directors, officers and other related parties as
compensation for services  performed for the Company.  The Series F Warrants are
exercisable  at any time  prior to March 7, 2003 at $.50 per  share,  subject to
adjustment in certain circumstances.  Specifically,  the Company granted: (i) to
Mr.  Lawrence I.  Schneider,  a former  director,  Series F Warrants to purchase
331,190  shares of Common  Stock;  (ii) to PTCO,  Series F Warrants  to purchase
235,850  shares of Common  Stock;  and (iii) to Alfred  Mendelsohn,  a director,
Series F Warrants to purchase  100,000 shares of Common Stock. As of February 6,
1997, the Company had not filed a registration  statement effecting the Series F
Warrant holders' registration rights as required by the terms thereof.

Registration Rights

Under the terms of each of the Senior Debentures,  the Subordinated  Debentures,
the Preferred Stock, the Series A Warrants,  the Series B Warrants, the Series C
Warrants,  the  Series D  Warrants,  the  Series  E  Warrants  and the  Series F
Warrants,  the Company was obligated to file a registration  statement effecting
the  respective  holders'  registration  rights  within a specified  time. As of
February  14,  1997,  the  Company has not filed such a  registration  statement
within the required time.

(b)      Stock Options

Non-Qualified Stock Options

On May 16, 1994, the Board of Directors granted  non-qualified  stock options to
two former officers,  Murray H. Feigenbaum and Jerome Deutsch,  to each purchase
300,000 shares of Common Stock at the fair market value of $.10 per share. These
options are exercisable in whole or in part at any time until December 31, 1998.
During the year  ended June 30,  1995,  each of the  former  officers  exercised
options for 100,000 shares of Common Stock. During the year ended June 30, 1996,
each of the former  officers  agreed to terminate  options for 100,000 shares of
Common Stock.  At December 31, 1996,  the balance of these  exercisable  options
equaled 100,000 shares of Common Stock for each of the two former officers.

On March 7, 1996, the Board of Directors granted  non-qualified stock options to
Richard K. Laird,  the Company's  former Chief  Executive  Officer,  to purchase
1,000,000  shares of Common Stock at exercise prices ranging from $.40 per share
to  $3.40  per  share.  Subsequently,  on  September  14,  1996,  pursuant  to a
settlement  agreement  with  Mr.  Laird,  the  grant  was  effectively  reduced,
entitling  Mr.  Laird to purchase a total of 225,000  shares of Common  Stock at
$.40 per share, subject to adjustment in certain circumstances.

<PAGE>

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


The options are exercisable in accordance with the following vesting schedule:

Date Vested                Exercise Price                       Number of Shares

March 7, 1996                  $.40                                    125,000
September 14, 1996             $.40                                    100,000
                                                                       -------
Total                                                                  225,000
                                                                       =======

On May 1, 1996, the Board of Directors  granted  non-qualified  stock options to
Mr.  Reardon to purchase  250,000 shares of Common Stock at an exercise price of
$.50 per share, subject to adjustment in certain  circumstances,  exercisable at
any time on or prior to March 7, 2003.

(c)      Stock Subscription Receivable

As of  December  31,  1996,  two  former  officers  of the  Company,  Murray  H.
Feigenbaum  and Jerome  Deutsch,  were indebted to the Company in the amounts of
$106,350 and $56,600, respectively, for Common Stock purchased from the Company.
By  agreement,  such amounts are payable at the rate of $.25 per common share as
shares are sold.  Interest  accrues on the unpaid  balance at the rate of 4% per
annum, and is payable annually.

6.       (Loss) Per Share

(Loss) per common  share was  computed  by dividing  net (loss) by the  weighted
average number of shares of Common Stock and equivalents outstanding during each
of the periods  presented.  For the  six-month  and  three-month  periods  ended
December 31, 1996, the fully diluted  earnings per share does not give effect to
the contingently issuable shares because they would have an antidilutive effect.

<PAGE>

                                LOGIMETRICS, INC.

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


General - Plan of Operation

On March 7, 1996,  the  Recapitalization  was completed and new  management  was
brought in to lead a  restructuring  of the  Company's  operations.  The primary
objective of the  restructuring  is to redirect the  Company's  focus toward the
higher value-added, broadband wireless communications market.

In furtherance of this change in focus,  in December 1996 the Company  announced
that it had  entered  into an  agreement  (the  "Merger  Agreement")  to acquire
mm-Tech, Inc., a major customer of the Company ("mm-Tech"),  for an aggregate of
19,247,800  shares of Common Stock (the "Merger").  The Merger is subject to the
satisfaction  of a number of  conditions,  including  negotiation  of acceptable
amendments to the Revolver and the Term Loan.

As a  result  of this  change  in  focus,  as well as  operating  inefficiencies
resulting  from  a  shortage  of  working  capital,  the  Company  has  incurred
significant net losses since the Recapitalization.  As a result of these losses,
as of  December  31,  1996,  the  Company had not paid all amounts due under the
Subordinated  Debentures,  the Senior  Debentures and the Preferred  Stock.  The
Company was also in default in respect of certain financial  covenants contained
in the Revolver, the Term Loan and the Senior Debentures.  However, as described
in Note 4 to the Company's Notes to Consolidated Financial Statements above, the
holder of the Senior  Debentures has waived  compliance  with certain  financial
covenants through June 30, 1997 and to date, has taken no actions as a result of
the Company's failure to make payments due under the Senior Debentures. Pursuant
to the Forbearance  Agreement,  the Bank has agreed to forbear any rights it may
have under the Revolver or Term Loan in connection with the Company's failure to
comply with the  financial  covenants  of the  Revolver  and Term Loan until the
earlier  of  February  28,  1997,  or the date on which  the Bank  receives  the
Company's December 31, 1996, interim financial statements.

The Company is  currently  negotiating  with the Bank to modify the terms of the
Revolver and the Term Loan to cure the existing defaults thereunder. However, no
assurance  can be given that the Bank will agree to amend the  Revolver  and the
Term Loan or as to the terms of any such  amendment.  As  described  above,  the
Company is in default under certain of its payment obligations. Although to date
neither the Bank,  Cerberus nor the holders of the Subordinated  Debentures have
taken any actions as a result of the Company's defaults thereunder, there can be
no assurance that such entities will not take any such actions in the future.

In addition,  to date the Company has not paid any  dividends  on its  Preferred
Stock,  which have  accumulated in the amount of $196,579  through  February 14,
1997.  The  Company  was also  overdue in  payments  to vendors in the amount of
approximately $1.9 million as of February 14, 1997.

<PAGE>
                                LOGIMETRICS, INC.


The Company is currently  negotiating with several entities for bridge financing
to make required  payments to existing  creditors,  complete projects in process
and fund the planned growth in operations. If, however, the Company is unable to
promptly  obtain bridge  financing or other cash  infusions,  the Company may be
required to seek  protection  from its creditors  under the  Bankruptcy  Code or
pursue an  insolvency  proceeding.  The Company's  creditors  could also file an
involuntary petition against the Company under the Bankruptcy Code.

(b) Management's  Discussion and Analysis of Financial  Condition and Results of
    Operations

Three Months Ended December 31, 1996 Compared to Three Months Ended December 31,
1995

Net revenues for the three months ended December 31, 1996 increased $987,748, or
357.81%, to $1,263,802 from $276,054 for the comparable period of 1995 primarily
due to increased sales of traveling wave tube  amplifiers  ("TWTAs") and related
equipment  resulting from the refocusing of the Company's  business as described
above.

Cost of  revenues  for the  three  months  ended  December  31,  1996  increased
$427,093,  or 29.9%, to $1,855,407 from $1,428,314 for the comparable  period of
1995  primarily as a result of an increase in net  revenues.  As a percentage of
net  revenues,  cost of revenues was 147.0% for the quarter  ended  December 31,
1996, compared to 517.4% for the quarter ended December 31, 1995. The high level
of costs of revenues reflects certain operational  inefficiencies resulting from
a shortage of working capital,  as well as costs related to the restructuring of
the Company's business as described above. During the quarter ended December 31,
1996,  the Company also recorded a $600,000  inventory  charge to write down its
defense-related  equipment inventory to estimated fair market value,  related to
the shift in the Company's focus away from defense-related applications.

SG&A expenses for the three months ended December 31, 1996  increased  $151,398,
or 41.2%, to $517,985 from $366,587 for the comparable  period of 1995 primarily
as a result of higher professional fees,  increased provisions for bad debts and
amortization of debt issuance costs,  offset in part by lower salary expense. As
a percentage of revenues, SG&A expenses decreased to 41.0% for the quarter ended
December 31, 1996 from 132.8% for the  comparable  period of 1995 primarily as a
result of the lower level of revenues during the 1995 period,  offset in part by
the higher  professional  expenses described above and certain costs incurred in
connection  with the  Recapitalization.  The  Company has  recently  implemented
certain  staffing  reductions and other measures in an effort to reduce its cost
base so as to improve  profitability.  No assurances can be given, however, that
such  initiatives  will  ultimately  succeed or as to the impact,  magnitude  or
duration of any expense savings that may be achieved.

For the reasons  discussed  above,  operating  losses for the three months ended
December 31, 1996 decreased  $409,257,  or 26.9%,  to $1,109,590 from $1,518,847
for the comparable period in 1995.

<PAGE>

                                LOGIMETRICS, INC.


Interest expense for the three months ended December 31, 1996 increased $94,254,
or 116.8%,  to $174,920 from $80,666 for the comparable period of 1995 primarily
as a result of a higher level of  indebtedness  incurred in connection  with the
Recapitalization. As indicated above, the Company is currently accruing interest
on the Senior  Debentures and the Subordinated  Debentures at penalty rates as a
result of the failure to meet its obligations thereunder.

Although the Company  incurred a pre-tax loss of  $1,284,510  during the quarter
ended  December  31, 1996,  the Company did not  recognize an income tax benefit
because under generally accepted accounting principles the Company may not do so
until future  profitability  is more certain.  During the quarter ended December
31, 1995,  the Company  recognized  an income tax benefit of $324,000 due to the
reversal of the  Company's  deferred  tax  liability.  In  addition,  during the
quarter  ended  December  31,  1996,  the  Company  accrued   dividends  on  its
outstanding  Preferred Stock of $55,961. The Preferred Stock was issued in March
1996 in connection with the Recapitalization.

For the reasons  discussed  above,  net loss for the quarter ended  December 31,
1996  increased  $64,958,  or  5.1%,  to  $1,340,471  from  $1,275,513  for  the
comparable period in 1995.

Six Months  Ended  December 31, 1996  Compared to Six Months Ended  December 31,
1995

Net revenues for the six months ended December 31, 1996 increased  $578,806,  or
22.4%, to $3,157,664 from $2,578,858 for the comparable period of 1995 primarily
due to  increased  sales of  TWTAs  and  related  equipment  resulting  from the
refocusing of the Company's business as described above.

Cost of revenues for the six months ended December 31, 1996 increased  $502,851,
or 15.9%,  to  $3,673,468  from  $3,170,617  for the  comparable  period of 1995
primarily as a result of an increase in net  revenues.  As a  percentage  of net
revenues,  cost of revenues  was 116.3% for the six months  ended  December  31,
1996,  compared  to 122.9%  for the six  months  ended  December  31,  1995.  As
described above, the high level of costs of revenues reflect certain operational
inefficiencies  resulting  from a shortage  of working  capital,  as well as the
costs related to the  restructuring  of the Company's  business.  During the six
months ended December 31, 1996,  the Company also recorded a $600,000  inventory
charge to write down its  defense-related  equipment inventory to estimated fair
market  value,   related  to  the  shift  in  the  Company's   focus  away  from
defense-related applications.

SG&A expenses for the six months ended December 31, 1996 increased $361,916,  or
47.0%, to $1,132,287  from $770,371 for the comparable  period of 1995 primarily
as a result of higher professional fees,  increased provisions for bad debts and
amortization of debt issuance costs,  offset in part by lower salary expense. As
a percentage of revenues,  SG&A  expenses  increased to 35.9% for the six months
ended December 31, 1996 from 29.9% for the comparable period of 1995

<PAGE>

                                LOGIMETRICS, INC.


primarily as a result of the higher  professional  expenses  described above and
certain costs incurred in connection with the Recapitalization.  The Company has
recently implemented certain staffing reductions and other measures in an effort
to reduce its cost base so as to improve  profitability.  No  assurances  can be
given,  however,  that such  initiatives  will  ultimately  succeed or as to the
impact, magnitude or duration of any expense savings that may be achieved.

For the  reasons  discussed  above,  operating  losses for the six months  ended
December 31, 1996 increased  $285,961,  or 21.0%,  to $1,648,091 from $1,362,130
for the comparable period in 1995.

Interest expense for the six months ended December 31, 1996 increased  $183,346,
or 112.5%, to $346,374 from $163,028 for the comparable period of 1995 primarily
as a result of a higher level of  indebtedness  incurred in connection  with the
Recapitalization. As indicated above, the Company is currently accruing interest
on the Senior  Debentures and the Subordinated  Debentures at penalty rates as a
result of the failure to meet its obligations thereunder.

Although the Company incurred a pre-tax loss of $1,994,465 during the six months
ended  December  31, 1996,  the Company did not  recognize an income tax benefit
because under generally accepted accounting principles the Company may not do so
until future profitability is more certain. During the six months ended December
31, 1995,  the Company  recognized  an income tax benefit of $299,000 due to the
reversal of the Company's  deferred tax liability.  In addition,  during the six
months ended December 31, 1996, the Company accrued dividends on its outstanding
Preferred  Stock of $110,422.  The  Preferred  Stock was issued in March 1996 in
connection with the Recapitalization.

For the reasons  discussed above, net loss for the six months ended December 31,
1996  increased  $878,729,  or 71.7%,  to  $2,104,887  from  $1,226,158  for the
comparable period in 1995.

Financial Condition, Liquidity and Capital Resources

The Company  sustained net losses of $5,196,067 for the year ended June 30, 1996
and $2,104,887 for the six months ended December 31, 1996 and had an accumulated
deficit of $6,699,559 at December 31, 1996.  Notwithstanding  the losses for the
year ended June 30, 1996 and for the six months ended  December  31,  1996,  the
Company  generated a positive  cash flow of $126,287  during the  eighteen-month
period  from  July 1, 1995 to  December  31,  1996.  Substantial  reductions  in
accounts  receivable  and costs and estimated  earnings in excess of billings on
uncompleted contracts, as well as a substantial increase in accounts payable and
accrued  expenses  during that period  provided a portion of the working capital
requirements of the Company.

In  addition,  the Company used the net  proceeds  from the private  offering of
Subordinated Debentures, Senior Debentures, Preferred Stock and Warrants on July
14, 1995 and March 7, 1996 to finance working capital requirements. There can be
no assurance that the Company will


<PAGE>
                                LOGIMETRICS, INC.


be able to continue funding its working capital needs from the private or public
sale of its debt and/or equity securities.  As a result of the Company's history
of  losses,  the per  share  trading  price of the  Common  Stock  has  declined
significantly,  thereby  making it more difficult to sell  sufficient  shares to
fund the Company's operations.  Any future sales of the Company's securities may
be on terms which are dilutive to existing shareholders.

In October 1996, the Company  entered into an agreement  (the "CT&T  Agreement")
with CellularVision  Technology & Telecommunications,  L.P. ("CT&T") pursuant to
which  CT&T  agreed to  advance  funds to the  Company  in  connection  with its
purchase of equipment  from the  Company.  Pursuant to the CT&T  Agreement,  the
Company  received an advance payment of approximately  $620,000.  The advance is
being amortized against deliveries of equipment to CT&T. The unamortized portion
of the  advance  equaled  $518,120  as of  December  31,  1996.  The Company has
utilized a portion of the  advance to fund its ongoing  operations.  The Company
estimates that the CT&T Agreement will be fully performed in fiscal 1997.  There
can be no assurance that the Company will receive any future orders from CT&T or
that CT&T will be willing to make  similar  advance  payments  to the Company in
connection with any future orders.

In recent periods,  the Company's material  purchasing  leverage with respect to
price,  terms and service has been  negatively  impacted by its working  capital
constraints.  The Company is currently  negotiating  with  several  entities for
bridge  financing  to make  required  payments to existing  creditors,  complete
projects in process and fund the planned growth in operations.  If, however, the
Company is unable to promptly  obtain bridge  financing or other cash infusions,
the  Company may be required to seek  protection  from its  creditors  under the
Bankruptcy  Code or pursue an insolvency  proceeding.  The  Company's  creditors
could also file an involuntary petition against the Company under the Bankruptcy
Code.

During the  six-month  period ended  December 31, 1996,  the Company had capital
expenditures  of $18,144 and for the years ended June 30, 1996 and 1995  capital
expenditures were $52,228 and $5,362, respectively. The Company anticipates that
total  expenditures  will be  approximately  $50,000 for the year ended June 30,
1997.

The Company has tax loss carry-forwards  totaling approximately  $3,500,000 from
the years ended June 30, 1995 and June 30, 1996 to offset future income.

As more fully  discussed  under Item 2(a)  above,  the Company  requires  bridge
financing or other cash infusions in order to continue operating.  See also Note
4 to the Company's Notes to Consolidated Financial Statements.

<PAGE>
                                LOGIMETRICS, INC.


Disclosure Regarding Forward Looking Statements

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for forward  looking  statements.  Certain  information  contained  in this Form
10-QSB  includes  information  that is forward  looking,  such as the  Company's
expectations for future  performance,  its growth and business  strategies,  its
anticipated  liquidity and capital needs and its future  prospects.  The matters
referred to in such forward  looking  statements  could be affected by the risks
and  uncertainties   related  to  the  Company's   business.   These  risks  and
uncertainties include, but are not limited to, the effect of economic and market
conditions,  the Company's cash  constraints and lack of profitable  operations,
the Company's ability to continue operations as a going concern, the actions, if
any, taken by the Company's  creditors as a result of the Company's defaults and
its present financial condition,  the impact of changing governmental regulation
of the  telecommunications  industry,  technological  changes  occurring  in the
Company's business, the impact of competition, the need for financing to support
the Company's  operations,  as well as certain other risks  described  elsewhere
herein.  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  contained  herein and elsewhere in this
Form 10-QSB and in the Company's Annual Report on Form 10-KSB.


<PAGE>
                           PART II - OTHER INFORMATION


Item 3.  Defaults Under Senior Securities

For a  description  of  certain  defaults  under the  Company's  debt and equity
securities, see "Management's Discussion and Analysis or Plan of Operation."

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

Number   Description

10      Letter Agreement, dated October 23, 1996, by and between the Company and
        CellularVision Technology & Telecommunications, L.P.

27      Financial Data Schedule.


<PAGE>
                                LOGIMETRICS, INC.


(b)      Reports on Form 8-K:

On  December  27,  1996,  the Company  filed with the  Securities  and  Exchange
Commission a Current  Report on Form 8-K dated December 18, 1996 relating to the
proposed Merger with mm-Tech.


<PAGE>
                                LOGIMETRICS, INC.


                                   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:  February 19, 1997          By:/s/ Norman M. Phipps
                                      ____________________________
                                      Norman M. Phipps
                                      Chairman of the Board and Acting President
                                      (Acting Principal Executive Officer)

Dated:  February 19, 1997          By:/s/ Russell J. Reardon
                                      ____________________________
                                      Russell J. Reardon
                                      Chief Financial Officer
                                      (Principal Accounting Officer)