<PAGE>

                       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 March 31, 2001

[ ] 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.)

                  435 Moreland Road, Hauppauge, New York 11788
                    (Address of principal executive offices)

                    Issuer's telephone number: (631) 231-1700


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 July 31, 2001:
           $.01 per share                            170,610,191 shares

           Transitional Small Business Disclosure Format (check one):

                         Yes [ ]               No [X]




<PAGE>


                        LOGIMETRICS, INC. AND SUBSIDIARY

                                      INDEX

<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION                                                                            PAGE
<S>                                                                                                       <C>
Item 1.  Financial Statements (Unaudited)

Consolidated Balance Sheet - March 31, 2001.................................................................3

Consolidated Statements of Operations:
Nine months ended March 31, 2001 and 2000 ..................................................................4
Three months ended March 31, 2001 and 2000..................................................................5

Consolidated Statements of Cash Flows - Nine months ended March 31, 2001 and 2000...........................6

Notes to Consolidated Financial Statements - Nine months ended March 31, 2001 and 2000......................7-10

Item 2.  Management's Discussion and Analysis or Plan of Operation..........................................11-15

PART II - OTHER INFORMATION

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

SIGNATURES..................................................................................................17
</TABLE>

                                       2

<PAGE>


                        LOGIMETRICS, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2001
                                   (Unaudited)

ASSETS
CURRENT ASSETS:
   Cash                                                          $   770,412
   Accounts receivable, less allowance
      for doubtful accounts of $53,786                               155,398
   Inventories (Note 4)                                               18,387
   Prepaid expenses and other current assets                          50,812
                                                                 -----------
         Total current assets                                        995,009

   Equipment and fixtures, net                                     2,397,503
   Other assets                                                       57,474
                                                                 -----------
TOTAL ASSETS                                                     $ 3,449,986
                                                                 ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
   Accounts payable and other accrued expenses (Note 5)          $ 1,849,473
   Net liabilities of discontinued operations (Note 2)             2,521,741
   Current portion of long-term debt (Note 6)                      1,658,388
                                                                 -----------
         Total current liabilities                                 6,029,602
   Long-term debt (Note 6)                                           752,270
                                                                 -----------
TOTAL LIABILITIES                                                  6,781,872
                                                                 -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
   Preferred Stock:
   Par value $.01; 5,000,000 authorized,
   no shares issued and outstanding                                        -
   Common Stock:
         Par value $.01; 350,000,000 shares
         authorized; 169,176,857 shares
         issued and outstanding                                    1,691,769
   Additional paid-in capital                                     29,456,012
   Accumulated deficit                                           (34,325,217)
   Stock subscriptions receivable (Note 7)                          (154,450)
                                                                 -----------
TOTAL STOCKHOLDERS' DEFICIT                                       (3,331,886)
                                                                 -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                      $ 3,449,986
                                                                 ===========

                 See Notes to Consolidated Financial Statements

                                       3


<PAGE>
                        LOGIMETRICS, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                              Nine Months Ended
                                                                   March 31,
                                                            2001             2000
                                                            ----             ----
<S>                                                    <C>               <C>
Revenues                                               $   2,359,605     $  1,087,744
Costs and expenses:
  Cost of revenues                                         1,801,544        1,420,781
  Selling, general and administrative expenses             2,258,069        3,513,960
  Research and development                                   904,472          976,543
                                                       -------------     ------------
Loss from operations                                      (2,604,480)      (4,823,540)
Interest expense                                             305,045        1,554,187
                                                       -------------     ------------
Loss from continuing operations                           (2,909,525)      (6,377,727)
                                                       -------------     ------------
Discontinued operations:
  Loss from discontinued operations                                -       (4,302,547)
  Loss on disposal of discontinued operations                      -       (2,090,000)
                                                       -------------     ------------
  Total loss from discontinued operations                          -       (6,392,547)
  Net loss                                                (2,909,525)     (12,770,274)
Preferred stock dividends                                          -          113,217
                                                       -------------     ------------
Net loss attributable to common stockholders           $  (2,909,525)    $(12,883,491)
                                                       =============     ============
Net loss attributable to common stockholders
  from continuing operations                           $  (2,909,525)    $ (6,490,944)
                                                       =============     ============
Basic and diluted loss per common share (Note 8):
  Loss from continuing operations                      $       (0.02)    $      (0.23)
  Loss  from discontinued operations                               -            (0.15)
  Loss on disposal of discontinued operations                      -            (0.07)
                                                       -------------     ------------
  Net loss attributable to common stockholders         $       (0.02)    $      (0.45)
                                                       =============     ============
Basic and diluted weighted average
  number of common shares (Note 8)                       164,348,010       28,713,327
                                                       =============     ============
</TABLE>


                 See Notes to Consolidated Financial Statements

                                       4


<PAGE>

                        LOGIMETRICS, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                              Three Months Ended
                                                                   March 31,
                                                            2001             2000
                                                            ----             ----
<S>                                                    <C>               <C>
Revenues                                               $     295,301     $    546,442
Costs and expenses:
  Cost of revenues                                           398,463          512,024
  Selling, general and administrative expenses               742,064        1,925,827
  Research and development                                   289,688          272,686
                                                       -------------     ------------
Loss from operations                                      (1,134,914)      (2,164,095)
Interest expense                                              82,659          551,452
                                                       -------------     ------------
Loss from continuing operations                           (1,217,573)      (2,715,547)
                                                       -------------     ------------
Discontinued operations:
  Loss from discontinued operations                                -       (2,373,371)
  Loss on disposal of discontinued operations                      -       (2,090,000)
                                                       -------------     ------------
  Total loss from discontinued operations                          -       (4,463,371)
  Net loss                                                (1,217,573)      (7,178,918)
Preferred stock dividends forfeited                                -           (6,761)
                                                       -------------     ------------
Net loss attributable to common stockholders           $  (1,217,573)    $ (7,172,157)
                                                       =============     ============
Net loss attributable to common stockholders
  from continuing operations                           $  (1,217,573)    $ (2,708,786)
                                                       =============     ============
Basic and diluted loss per common share (Note 8):
  Loss from continuing operations                      $       (0.01)    $      (0.10)
  Loss from discontinued operations                                -            (0.08)
  Loss on disposal of discontinued operations                      -            (0.07)
                                                       -------------     ------------
  Net loss attributable to common stockholders                 (0.01)           (0.25)
                                                       =============     ============
Basic and diluted weighted average
  number of common shares (Note 8)                       169,376,887       28,797,775
                                                       =============     ============

</TABLE>


                 See Notes to Consolidated Financial Statements

                                       5


<PAGE>
                        LOGIMETRICS, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                               Nine Months Ended
                                                                                  March 31,
                                                                             2001             2000
                                                                             ----             ----
<S>                                                                     <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss before preferred stock dividends                                 (2,909,525)      (12,770,274)
                                                                        ------------      ------------
Loss from discontinued operations                                                  -         6,392,547
Adjustments to reconcile net loss before preferred
    stock dividends to net cash used in operating activities
    from continuing operations:
     Depreciation and amortization                                           373,512           378,911
     Accrued interest expense                                                 95,137         1,352,800
     Financing fee                                                                 -           764,678
Increase (decrease) in cash from:
     Accounts receivable                                                     140,700            97,833
     Inventories                                                               1,179           244,569
     Prepaid expenses and other current assets                               (28,917)          (40,832)
     Accounts payable and accrued expenses                                (3,352,107)          882,991
     Other assets/liabilities                                                      -           (35,628)
                                                                        ------------      ------------
          Total adjustments                                               (2,770,496)       10,037,869
                                                                        ------------      ------------
Net cash used in operating activities from continuing operations          (5,680,021)       (2,732,405)
                                                                        ------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES -
     Purchases of equipment and fixtures                                  (1,000,245)         (258,558)
                                                                        ------------      ------------
Net cash used in investing activities from continuing operations          (1,000,245)         (258,558)
                                                                        ------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from L-3 transaction                                        16,000,000                 -
     Proceeds from debt issuance                                                   -         2,000,000
     Proceeds from Signal loan                                                     -         2,000,000
     Loans from stockholders                                                  65,000           180,934
     Repayment of loans from stockholders                                 (1,059,851)          (91,681)
     Repayment of debt                                                    (5,282,520)         (155,304)
                                                                        ------------      ------------
Net cash provided by financing activities from continuing operations       9,722,629         3,933,949
                                                                        ------------      ------------
NET CASH USED IN DISCONTINUED OPERATIONS                                  (2,292,121)         (410,931)
                                                                        ------------      ------------
NET INCREASE IN CASH                                                         750,242           532,055
CASH, beginning of period                                                     20,170           400,760
                                                                        ------------      ------------
CASH, end of period                                                     $    770,412      $    932,815
                                                                        ============      ============
</TABLE>



                       See Notes to Consolidated Financial Statements


                                       6



<PAGE>

                        LOGIMETRICS, INC. AND SUBSIDIARY
                   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 subsidiary, mmTech, Inc.
("mmTech") (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 fiscal year 2000 financial statements
have been reclassified to conform with the fiscal year 2001 presentation.

The balance sheet as of March 31, 2001, the statements of operations for the
three-month and nine-month periods ended March 31, 2001 and 2000, and the
statements of cash flows for the nine-month periods ended March 31, 2001 and
2000, are unaudited. Such unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America 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 accounting principles generally accepted
in the United States of America 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 nine months ended March 31, 2001 are not necessarily indicative of the
results that may be achieved for any other interim period or for the fiscal year
ending June 30, 2001. 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, 2000.

2.   Discontinued Operations

On February 17, 2000, the Company and Signal Technology Corporation ("Signal")
entered into a non-binding letter of intent (the "Letter of Intent"). In
connection with 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
Company's high-power amplifier business, formerly conducted by the Company at
its Bohemia, New York facility (the "New York Business") and assumed certain
liabilities of the New York Business. Under the Management Agreement, Signal was
responsible for all expenses incurred and was entitled to retain all revenues
generated in connection with its operation of that business. Signal also agreed
to make interest payments on the Company's outstanding bank indebtedness during
the period it was operating the New York Business. In July 2000, the Company
terminated the Letter of Intent. In November 2000, the Company and Signal
finalized negotiations resulting in Signal's acquisition of the New York
Business. Pursuant to the acquisition terms, the Company paid Signal
approximately $2.1 million to offset certain costs incurred by Signal during the
course of its management of the New York Business and for certain known
liabilities of this business. Additionally, the Company has agreed to retain
other specific liabilities of the New York Business. In connection with the sale
of the New York Business to Signal, the Company recorded a loss on disposal of
approximately $2.1 million ($0.07 per share). The New York Business is reported
as a discontinued operation for all periods presented. The consolidated balance
sheet and statements of operations and cash flows, and related notes to
consolidated financial statements have been restated to conform to the
discontinued operations presentation.

The liability recorded related to the discontinued operations is as follows:

<TABLE>
<CAPTION>

                                      Balance at July 1, 2000       Payments        Balance at March 31, 2001
                                      -----------------------       --------        -------------------------
<S>                                                <C>            <C>                              <C>
Payment to Signal                                  $2,090,000     $2,090,000                               $0
Purchase order accruals                               976,739              0                          976,739
Property lease accrual                                524,991        111,105                          413,886
Legal and accounting                                  456,000         74,988                          381,012
Other                                                 766,132         16,028                          750,104
                                                      -------         ------                          -------
Total                                               4,813,862      2,292,121                        2,521,741
                                                    =========      =========                        =========

</TABLE>


                                       7
<PAGE>
                        LOGIMETRICS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (Unaudited)

3.   Purchase Agreement With L-3 Communications Corporation

In July 2000, the Company and L-3 Communications Corporation ("L-3") entered
into a Purchase Agreement, dated July 10, 2000 (the "Purchase Agreement"),
pursuant to which, among other things, L-3 acquired on July 11, 2000,
beneficially and of record, 93.2 million newly issued shares (the "L-3 Shares")
of the Company's outstanding common stock, par value $.01 per share (the "Common
Stock"), for an aggregate purchase price of $15.0 million, $8.5 million of which
was paid in cash at the closing on July 11, 2000 of the transactions
contemplated by the Purchase Agreement (the "Closing") and the balance of which
was paid in the form of a secured promissory note (the "Note"). At the Closing,
the L-3 Shares constituted approximately 53.5% of the Company's outstanding
Common Stock on a fully diluted basis (calculated after giving effect to the
transactions contemplated by the Purchase Agreement and certain anti-dilution
adjustments set forth in the Purchase Agreement). Pursuant to the terms of a
Stock Pledge Agreement, dated July 10, 2000 (the "Stock Pledge Agreement"),
executed by L-3 in favor of the Company, the obligations of L-3 under the Note
are secured by a pledge of 43.33% of the L-3 Shares. The Note has been prepaid
from time to time as necessary to fund the Company's reasonable ongoing working
capital needs. Previously, the Note was to be paid in full on the earlier of (i)
January 2, 2001 and (ii) the date that the Company consummates a qualifying
Public Offering (as defined in the Purchase Agreement) of its equity securities
(a "Qualifying Offering"). The Company and L-3 subsequently agreed to extend the
maturity date. As of March 31, 2001, the Note had been paid in full by L-3.
Pursuant to the terms of the Purchase Agreement, the number of shares of Common
Stock issued to L-3 was adjusted to 92.1 million, constituting 53.5% of the
Company's outstanding Common Stock as calculated pursuant to the Purchase
Agreement.

Under the Purchase Agreement, L-3 agreed, subject to the satisfaction of certain
conditions, to purchase up to an additional 3.3 million shares of Common Stock
(the "Additional Shares") for $5.0 million on or after January 2, 2001, to the
extent the Company requires additional reasonable ongoing working capital to
operate its business. As of July 15, 2001, L-3 had acquired 2.1 million
Additional Shares for $3.2 million.

Pursuant to the terms of the Purchase Agreement, the Company granted to L-3 an
option (the "L-3 Option") to acquire up to 5.6 million shares of Common Stock at
an exercise price of $0.54 per share (subject to adjustment in certain
circumstances). The L-3 Option is exercisable upon the purchase of all of the
Additional Shares and expires ten years from the date of grant.

In the Purchase Agreement, L-3 granted to the Company the option, exercisable by
a majority of the entire Board of Directors of the Company (the "Board"), to
cause L-3 to transfer without further consideration certain technology and other
assets to the Company in connection with the Qualifying Offering upon the
satisfaction of certain conditions. Pursuant to the Purchase Agreement, L-3 may,
in its sole discretion, provide administration and other services and equipment
(including team services, support services, facilities, tools and equipment) to
the Company. Such services and equipment are billed, from time to time, at cost
to the Company, including direct labor, direct material, other direct charges
and expenses and overhead (including a corporate expense allocation charge equal
to 1.5% of the Company's consolidated sales).

L-3 also agreed to use its reasonable best efforts, for a limited period of
time, to obtain an additional $5.0 million investment in the Company from one or
more investment banks on the same terms as L-3's purchase of the Additional
Shares, and to cooperate with the Company to consummate the Qualifying Offering
subject to market and economic conditions. As of July 15, 2001, neither the
additional investment nor the Qualifying Offering had been consummated.

In connection with and prior to the Closing, the holders of the Company's
outstanding Class A 13% Convertible Senior Subordinated Pay-in-Kind Debentures
due July 29, 1999 (the "Class A Debentures"), Amended and Restated Class B 13%
Convertible Senior Subordinated Pay-in-Kind Debentures due 1999 (the "Class B
Debentures") and Class C 13% Convertible Senior Subordinated Debentures due
September 30, 1999 (the "Class C Debentures" and, collectively with the Class A
Debentures and the Class B Debentures, the "Convertible Debt") converted such
indebtedness into an aggregate of 30.6 million shares of Common Stock. In
addition, in connection with and prior to the Closing, the holders of the
Company's outstanding Series A 12% Cumulative Convertible Redeemable Preferred
Stock, stated value $50 thousand per share (the "Series A Preferred Stock"),
converted the Series A Preferred Stock into an aggregate of 2.4 million shares
of Common Stock. The conversion of the Series A Preferred Stock resulted in the
elimination of accrued and unpaid dividends on the Series A Preferred Stock of
approximately $0.9 million. In connection with and prior to the Closing, certain
institutional holders of the Company's securities also exchanged their
outstanding warrants to purchase Common Stock for an aggregate of 12.3 million
shares of Common Stock.

                                       8
<PAGE>


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

On February 17, 2000, the Company and Signal entered into the Letter of Intent
relating to the proposed merger of the Company with a subsidiary of Signal. In
connection with the Signal Letter of Intent, Signal had loaned $2.0 million, to
the Company for working capital and other purposes (the "Signal Loan").
Concurrently with the making of the Signal Loan, certain existing investors in
the Company also loaned the Company $1.0 million (the "Investor Loans"). In
addition, the Company received a short-term bridge loan (the "Bridge Loan") from
certain of its investors in the amount of $100 thousand. The Signal Loan, the
Investor Loans and the Bridge Loan were repaid with a portion of the net
proceeds of the transaction with L-3.

In connection with the Letter of Intent, the Company and Signal also entered
into the Management Agreement pursuant to which, Signal, through its Keltec
division, assumed the management and operation of the Company's New York
Business and assumed certain liabilities of the New York Business. Under the
Management Agreement, Signal was responsible for all expenses incurred and was
entitled to retain all revenues generated in connection with its operation of
that business. Signal also agreed to make interest payments on the Company's
outstanding bank indebtedness during the period it was operating the New York
Business. In July 2000, the Company terminated the Letter of Intent. In November
2000, the Company and Signal finalized negotiations resulting in Signal's
acquisition of the New York Business. Pursuant to the acquisition terms, the
Company paid Signal approximately $2.1 million to offset certain costs incurred
by Signal during the course of its management of the New York Business and for
certain known liabilities of this business. Additionally, the Company has agreed
to retain other specific liabilities of the New York Business.

4.   Inventories

Inventories consist of the following at March 31, 2001:

Raw material and components                                             $ 18,387
                                                                        ========


5.   Accounts Payable and Other Accrued Expenses

Accounts payable and other accrued expenses consist of the following at March
31, 2001:

Accounts payable                                                      $  345,861
Accrued professional fees                                                533,619
Accrued payroll                                                           71,066
Customer deposits                                                        121,011
Other accrued expenses                                                   777,916
                                                                      ----------
                                                                      $1,849,473
                                                                      ==========

6.   Long-Term Debt

Long-term debt consists of the following at March 31, 2001:

Bridge Notes                                                          $1,095,334
Capital lease obligations                                              1,315,324
                                                                      ----------
                                                                       2,410,658
  Less: current portion                                                1,658,388
                                                                      ----------
                                                                      $  752,270
                                                                      ==========

                                       9
<PAGE>

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

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

Fiscal year ending June 30, 2001                                      $1,250,797
Fiscal year ending June 30, 2002                                      $  554,139
Fiscal year ending June 30, 2003                                      $  426,876
Fiscal year ending June 30, 2004                                      $  188,846
                                                                      ----------
                                                                      $2,410,658
                                                                      ==========

7.   Stock Subscriptions Receivable

Stock subscriptions receivable consists of the following at March 31, 2001:

     Notes from former officers                                       $  154,450
                                                                      ==========

8.   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 and nine-month periods
ended March 31, 2001 and March 31, 2000 do not give effect to common stock
equivalents because they would have an antidilutive effect.

9.   Related Party Transactions

Mr. Charles S. Brand owns 40% of the outstanding common stock of Advanced
Control Components, Inc. ("ACC"). mmTech sublets space from ACC in Eatontown,
New Jersey. The rent incurred by mmTech is approximately $14 thousand per annum.
Employees from mmTech perform services for ACC and employees from ACC perform
services for mmTech from time to time. The company utilizing such services pays
to the company providing such services an amount equal to two times the base
hourly salary of the employees providing such services for the number of hours
involved. Pursuant to such arrangements, ACC incurred expenses of $48,000 and
$148,000 and mmTech incurred expenses of $38,000 and $39,000 for the nine months
ended March 31, 2001 and March 31, 2000, respectively. At March 31, 2001, ACC
owed mmTech approximately $23,000.

10. Recent Accounting Pronouncements

In June 2001, the FASB issued SFAS No. 141, "Business Combinations." SFAS No.
141 applies prospectively to all business combinations initiated after June 30,
2001 and to all business combinations accounted for using the purchase method
for which the date of acquisition is July 1, 2001, or later. This statement
requires all business combinations to be accounted for using one method, the
purchase method. Under previously existing accounting rules, business
combinations were accounted for using one of two methods, the
pooling-of-interests method or the purchase method. The adoption of SFAS No. 141
is not expected to have a significant impact on the Company's financial
statements.

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 addresses financial accounting and reporting for acquired
goodwill and other intangible assets. Under SFAS No. 142, goodwill and some
intangible assets will no longer be amortized, but rather reviewed for
impairment on a periodic basis. The provisions of this Statement are required to
be applied starting with fiscal years beginning after December 15, 2001. This
Statement is required to be applied at the beginning of the Company's fiscal
year and to be applied to all goodwill and other intangible assets recognized in
its financial statements at that date. Impairment losses for goodwill and
certain intangible assets that arise due to the initial application of this
Statement are to be reported as resulting from a change in accounting principle.
Goodwill and intangible assets acquired after June 30, 2001 will be subject
immediately to the provision of this Statement. The adoption of SFAS No. 142 is
not expected to have a material impact on the Company's financial statements.

                                       10
<PAGE>


LOGIMETRICS, INC. AND SUBSIDIARY

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

In February 2000, the Company disposed of its high-power amplifier business
formerly conducted by the Company at its Bohemia, New York facility (the "New
York Business"). The operations of the New York Business have been presented as
"discontinued" in all periods presented. There has been no operational activity
related to the discontinued operations during the nine-month period ended March
31, 2001.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000

Net revenues for the three months ended March 31, 2001 decreased $0.2 million,
or 46.0%, to $0.3 million from $0.5 million for the comparable period of 2000.
The decrease in revenues for the three months ended March 31, 2001 resulted from
the completion of a program for one customer.

Cost of revenues for the three months ended March 31, 2001 decreased $0.1
million, or 22.2%, to $0.4 million from $0.5 million for the comparable period
of 2000. The decrease resulted primarily from a lower level of sales and the
costs related thereto.

Selling, general and administrative ("SG&A") expenses for the three months ended
March 31, 2001 decreased $1.2 million, or 61.5%, to $0.7 million from $1.9
million for the comparable period of 2000. The decrease in SG&A expenses
primarily resulted from the inclusion of a one time financing fee charged in the
three-month period ended March 31, 2000.

Research and development expenses for the three months ended March 31, 2001 were
unchanged from the comparable period of 2000.

For the reasons discussed above, the Company recorded an operating loss of $1.1
million for the three months ended March 31, 2001, compared to an operating loss
of $2.2 million for the comparable period in 2000.

Interest expense for the three months ended March 31, 2001 decreased $0.5
million, or 85.0%, to $0.1 million from $0.6 million for the comparable period
of 2000, primarily as a result of a lower level of average outstanding
indebtedness due primarily to the conversion on July 10, 2000 of all of the
Company's outstanding Class A 13% Convertible Senior Subordinated Pay-in-Kind
Debentures due July 29, 1999 (the "Class A Debentures"), Amended and Restated
Class B 13% Convertible Senior Subordinated Pay-in-Kind Debentures due July 29,
1999 (the "Class B Debentures") and Class C 13% Convertible Senior Subordinated
Debentures due September 30, 1999 (the "Class C Debentures" and, collectively
with the Class A Debentures and the Class B Debentures, the "Convertible Debt")
into shares of the Company's common stock, par value $0.01 per share (the
"Common Stock") and the repayment of certain outstanding loans in conjunction
with the transaction between the Company and L-3 Communications Corporation
("L-3"). See "Liquidity and Capital Resources."

During the three months ended March 31, 2001, the Company had no accrued
dividends, as the Company's Series A Cumulative Convertible Redeemable Preferred
Stock, stated value $50 thousand per share (the "Series A Preferred Stock") was
converted into shares of the Company's Common Stock on July 10, 2000. The
Company recorded a forfeiture of accrued dividends of 6,800 for the three months
ended March 31, 2000.

For the reasons discussed above, the Company recorded a net loss attributable to
common stockholders from continuing operations for the three months ended March
31, 2001 of $1.2 million, compared to a net loss attributable to common
stockholders from continuing operations of $2.7 million for the comparable
period in 2000.


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LOGIMETRICS, INC. AND SUBSIDIARY

Nine Months Ended March 31, 2001 Compared to Nine Months Ended March 31, 2000

Net revenues for the nine months ended March 31, 2001 increased $1.3 million, or
116.9%, to $2.4 million from $1.1 million for the comparable period of 2000. The
increase in revenues for the nine months ended March 31, 2001 resulted from the
start of a new program for a customer of the Company and the completion of a
program for another customer.

Cost of revenues for the nine months ended March 31, 2001 increased $0.4
million, or 26.8%, to $1.8 million from $1.4 million for the comparable period
of 2000. The increase resulted primarily from a higher level of sales and the
costs related thereto. Cost of revenue as a percentage of sales decreased 41.5%
to 76.3% from 130.6%, primarily due to overhead costs spread over a higher
revenue base.

SG&A expenses for the nine months ended March 31, 2001 decreased $1.2 million,
or 35.7%, to $2.3 million from $3.5 million for the comparable period of 2000.
The decrease in SG&A expenses primarily resulted from the inclusion of a one
time financing fee charged in the nine-month period ended March 31, 2000.

Research and development expenses for the nine months ended March 31, 2001
decreased $0.1 million, or 7.4%, to $0.9 million from $1.0 million for the
comparable period of 2000, primarily as a result of lower direct material
expenses related to research and development efforts for the nine-month period
ended March 31, 2001.

For the reasons discussed above, the Company recorded an operating loss of $2.6
million for the nine months ended March 31, 2001, compared to an operating loss
of $4.8 million for the comparable period in 2000.

Interest expense for the nine months ended March 31, 2001 decreased $1.3
million, or 80.4%, to $0.3 million from $1.6 million for the comparable period
of 2000, primarily as a result of a lower level of average outstanding
indebtedness due primarily to the conversion on July 10, 2000 of all of the
Company's Convertible Debt into shares of the Company's Common Stock and the
repayment of certain outstanding loans in conjunction with the transaction
between the Company and L-3. See "Liquidity and Capital Resources."

During the nine months ended March 31, 2001, the Company had no accrued
dividends, as the Company's Series A Cumulative Convertible Redeemable Preferred
Stock, stated value $50 thousand per share (the "Series A Preferred Stock") was
converted into shares of the Company's Common Stock on July 10, 2000. The
Company accrued dividends on its Series A Preferred Stock of $0.1 million for
the nine months ended March 31, 2000.

For the reasons discussed above, the Company recorded a net loss attributable to
common stockholders from continuing operations for the nine months ended March
31, 2001 of $2.9 million, compared to a net loss attributable to common
stockholders from continuing operations of $6.5 million for the comparable
period in 2000.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2001, the Company had cash of $0.8 million. At such date, the
Company had total current assets of $1.0 million and total current liabilities
of $6.0 million.

Net cash used in operating activities from continuing operations was $5.7
million for the nine months ended March 31, 2001, compared to $2.7 million for
the comparable period in 2000. Net cash used in operating activities from
continuing operations during the nine months ended March 31, 2001 resulted
primarily from a net loss from continuing operations of $2.9 million and a
decrease of $3.4 million in accounts payable and accrued expenses. Net cash used
in operating activities from continuing operations during the nine months ended
March 31, 2000 resulted primarily from a net loss from continuing operations of
$6.4 million, offset in part by an increase of $1.4 million in accrued interest
expense, an increase of $0.9 million in accounts payable and accrued expenses
and a $0.8 million increase in financing fees.

Net cash used in investing activities was $1.0 million for the nine months ended
March 31, 2001, and $0.3 million for the comparable period in 2000. Net cash
used in investing activities in each period resulted from the cost of plant
expansion and purchase of equipment to support the Company's operations.

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LOGIMETRICS, INC. AND SUBSIDIARY

Net cash provided by financing activities was $9.7 million for the nine-month
period ended March 31, 2001 and $3.9 million for the comparable period in 2000.
Net cash provided by financing activities during the nine-month period ended
March 31, 2001 resulted primarily from $16.0 million in proceeds from the L-3
transaction, offset in part by the repayment of $5.3 million of indebtedness and
$1.1 million of loans to stockholders. Net cash provided by financing activities
during the nine-month period ended March 31, 2000 resulted primarily from $4.0
million in proceeds related to certain debt issuances by the Company, offset in
part by the repayment of certain outstanding indebtedness.

Net cash used in discontinued operations was $2.3 million for the nine months
ended March 31, 2001, compared to $0.4 million for the comparable period in
2000.

From July 1, 2000 to March 31, 2001, the Company raised $16.0 million from the
sale of its Common Stock to L-3 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.

In July 2000, the Company and L-3 entered into a Purchase Agreement, dated July
10, 2000 (the "Purchase Agreement"), pursuant to which, among other things, L-3
acquired on July 11, 2000, beneficially and of record, 93.2 million newly issued
shares (the "L-3 Shares") of the Company's outstanding Common Stock, for an
aggregate purchase price of $15.0 million, $8.5 million of which was paid in
cash at the closing on July 11, 2000 of the transactions contemplated by the
Purchase Agreement (the "Closing") and the balance of which was paid in the form
of a secured promissory note (the "Note"). At the Closing, the L-3 Shares
constituted approximately 53.5% of the Company's outstanding Common Stock on a
fully diluted basis (calculated after giving effect to the transactions
contemplated by the Purchase Agreement and certain anti-dilution adjustments set
forth in the Purchase Agreement). Pursuant to the terms of a Stock Pledge
Agreement, dated July 10, 2000 (the "Stock Pledge Agreement"), executed by L-3
in favor of the Company, the obligations of L-3 under the Note are secured by a
pledge of 43.33% of the L-3 Shares. The Note has been prepaid from time to time
as necessary to fund the Company's reasonable ongoing working capital needs.
Previously, the Note was to be paid in full on the earlier of (i) January 2,
2001 and (ii) the date that the Company consummates a qualifying Public Offering
(as defined in the Purchase Agreement) of its equity securities (a "Qualifying
Offering"). The Company and L-3 subsequently agreed to extend the maturity date.
As of March 31, 2001, the Note had been paid in full by L-3. Pursuant to the
terms of the Purchase Agreement, the number of shares of Common Stock issued to
L-3 was adjusted to 92.1 million, constituting 53.5% of the Company's
outstanding Common Stock as calculated pursuant to the Purchase Agreement.

Under the Purchase Agreement, L-3 agreed, subject to the satisfaction of certain
conditions, to purchase up to an additional 3.3 million shares of Common Stock
(the "Additional Shares") for $5.0 million on or after January 2, 2001, to the
extent the Company requires additional reasonable ongoing working capital to
operate its business. As of July 15, 2001, L-3 had acquired 2.1 million
Additional Shares for $3.2 million.

Pursuant to the terms of the Purchase Agreement, the Company granted to L-3 an
option (the "L-3 Option") to acquire up to 5.6 million shares of Common Stock at
an exercise price of $0.54 per share (subject to adjustment in certain
circumstances). The L-3 Option is exercisable upon the purchase of all of the
Additional Shares and expires ten years from the date of grant.

In the Purchase Agreement, L-3 granted to the Company the option, exercisable by
a majority of the entire Board of Directors of the Company (the "Board"), to
cause L-3 to transfer without further consideration certain technology and other
assets to the Company in connection with the Qualifying Offering upon the
satisfaction of certain conditions. Pursuant to the Purchase Agreement, L-3 may,
in its sole discretion, provide administration and other services and equipment
(including team services, support services, facilities, tools and equipment) to
the Company. Such services and equipment are billed, from time to time, at cost
to the Company, including direct labor, direct material, other direct charges
and expenses and overhead (including a corporate expense allocation charge equal
to 1.5% of the Company's consolidated sales).

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LOGIMETRICS, INC. AND SUBSIDIARY

L-3 also agreed to use its reasonable best efforts, for a limited period of
time, to obtain an additional $5.0 million investment in the Company from one or
more investment banks on the same terms as L-3's purchase of the Additional
Shares, and to cooperate with the Company to consummate the Qualifying Offering
subject to market and economic conditions. As of July 15, 2001, neither the
additional investment nor the Qualifying Offering had been consummated.

In connection with and prior to the Closing, the holders of the Company's
outstanding Class A 13% Convertible Senior Subordinated Pay-in-Kind Debentures
due July 29, 1999 (the "Class A Debentures"), Amended and Restated Class B 13%
Convertible Senior Subordinated Pay-in-Kind Debentures due 1999 (the "Class B
Debentures") and Class C 13% Convertible Senior Subordinated Debentures due
September 30, 1999 (the "Class C Debentures" and, collectively with the Class A
Debentures and the Class B Debentures, the "Convertible Debt") converted such
indebtedness into an aggregate of 30.6 million shares of Common Stock. In
addition, in connection with and prior to the Closing, the holders of the
Company's outstanding Series A 12% Cumulative Convertible Redeemable Preferred
Stock, stated value $50 thousand per share (the "Series A Preferred Stock"),
converted the Series A Preferred Stock into an aggregate of 2.4 million shares
of Common Stock. The conversion of the Series A Preferred Stock resulted in the
elimination of accrued and unpaid dividends on the Series A Preferred Stock of
approximately $0.9 million. In connection with and prior to the Closing, certain
institutional holders of the Company's securities also exchanged their
outstanding warrants to purchase Common Stock for an aggregate of 12.3 million
shares of Common Stock.

On February 17, 2000, the Company and Signal entered into the Letter of Intent
relating to the proposed merger of the Company with a subsidiary of Signal. In
connection with the Signal Letter of Intent, Signal had loaned $2.0 million, to
the Company for working capital and other purposes (the "Signal Loan").
Concurrently with the making of the Signal Loan, certain existing investors in
the Company also loaned the Company $1.0 million (the "Investor Loans"). In
addition, the Company received a short-term bridge loan (the "Bridge Loan") from
certain of its investors in the amount of $100 thousand. The Signal Loan, the
Investor Loans and the Bridge Loan were repaid with a portion of the net
proceeds of the transaction with L-3.

In connection with the Letter of Intent, the Company and Signal also entered
into the Management Agreement pursuant to which, Signal, through its Keltec
division, assumed the management and operation of the Company's New York
Business and assumed certain liabilities of the New York Business. Under the
Management Agreement, Signal was responsible for all expenses incurred and was
entitled to retain all revenues generated in connection with its operation of
that business. Signal also agreed to make interest payments on the Company's
outstanding bank indebtedness during the period it was operating the New York
Business. In July 2000, the Company terminated the Letter of Intent. In November
2000, the Company and Signal finalized negotiations resulting in Signal's
acquisition of the New York Business. Pursuant to the acquisition terms, the
Company paid Signal approximately $2.1 million to offset certain costs incurred
by Signal during the course of its management of the New York Business and for
certain known liabilities of this business. Additionally, the Company has agreed
to retain other specific liabilities of the New York Business.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations." SFAS No.
141 applies prospectively to all business combinations initiated after June 30,
2001 and to all business combinations accounted for using the purchase method
for which the date of acquisition is July 1, 2001, or later. This statement
requires all business combinations to be accounted for using one method, the
purchase method. Under previously existing accounting rules, business
combinations were accounted for using one of two methods, the
pooling-of-interests method or the purchase method. The adoption of SFAS No. 141
is not expected to have a significant impact on the Company's financial
statements.

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 addresses financial accounting and reporting for acquired
goodwill and other intangible assets. Under SFAS No. 142, goodwill and some
intangible assets will no longer be amortized, but rather reviewed for
impairment on a periodic basis. The provisions of this Statement are required to
be applied starting with fiscal years beginning after December 15, 2001. This
Statement is required to be applied at the beginning of the Company's fiscal
year and to be applied to all goodwill and other intangible assets recognized in
its financial statements at that date. Impairment losses for goodwill and
certain intangible assets that arise due to the initial application of this
Statement are to be reported as resulting from a change in accounting principle.
Goodwill and intangible assets acquired after June 30, 2001 will be subject
immediately to the provision of this

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LOGIMETRICS, INC. AND SUBSIDIARY

Statement. The adoption of SFAS No. 142 is not expected to have a material
impact on the Company's financial statements.

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; adverse conditions in the
telecommunications services market; the Company's history of losses and cash
constraints; the Company's failure to generate sufficient cash flow from
operations to meet its working capital needs; 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 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 SEC, 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 SEC, particularly the Company's Form 10-KSB
for the year ended June 30, 2000, 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.


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LOGIMETRICS, INC. AND SUBSIDIARY

PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)   Exhibits:   None

(b)   Reports on Form 8-K:

      The Company filed a Current Report on Form 8-K on January 11, 2001
      containing information under Item 5 of Form 8-K relating to the sale of
      the New York Business to Signal.


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LOGIMETRICS, INC. AND SUBSIDIARY

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: October 8, 2001                  By:  /s/ James C. Ebbesen
                                             --------------------
                                             James C. Ebbesen
                                             Controller
                                             and Principal Accounting Officer







                                       17