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, 1999

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

                For the transition period from ______ to _______

                         Commission file number 0-10696

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

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

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

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

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                          Yes [ ]                           No [X]

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

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

           Transitional Small Business Disclosure Format (check one):

                           Yes [ ]                          No [X]


<PAGE>

                                LOGIMETRICS, INC.

                                      INDEX

PART I - FINANCIAL INFORMATION                                             PAGE

Item 1.  Financial Statements (Unaudited)

Balance Sheet - March 31, 1999...........................................  3

Statements of Operations -
Nine months ended March 31, 1999 and 1998...............................   4

Statements of Operations -
Three months ended March 31, 1999 and 1998..............................   5

Statements of Cash Flows -
Nine months ended March 31, 1999 and 1998...............................   6

Notes to Financial Statements..........................................   7-11

Item 2.  Management's Discussion and Analysis or Plan of Operation..... 12-17

PART II - OTHER INFORMATION

Item 3.  Defaults Upon Senior Securities...............................  18

Item 6.  Exhibits and Reports on Form 8-K..............................  18

SIGNATURES.............................................................  19

<PAGE>

                               LOGIMETRICS, INC.
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 1999
                                   (Unaudited)

ASSETS
CURRENT ASSETS:
     Cash                                              $      429,467
     Accounts receivable, less allowance
       for doubtful accounts of $254,297                    2,935,836
     Inventories (Note 2)                                   2,384,780
     Prepaid expenses and other current assets                 69,476
                                                            ---------
          Total current assets                              5,819,559

     Equipment and fixtures, net                            1,222,700
     Other assets                                              82,518
                                                            ---------
TOTAL ASSETS                                           $    7,124,777
                                                        =============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
     Accounts payable and other accrued expenses       $    4,260,484
     Advance payments                                         232,500
     Current portion of long-term debt (Note 3)               186,904
                                                            ---------
          Total current liabilities                         4,679,888

     Long-term debt (Note 3)                               12,079,467
                                                           ----------
TOTAL LIABILITIES                                      $   16,759,355
                                                           ----------
COMMITMENTS
Stockholders' deficiency (Note 4)
     Preferred Stock:
          Series A, stated value $50,000 per share;
          authorized 200 shares; issued and
          outstanding, 28 shares                              924,525
     Common Stock:
          Par value $.01; authorized,
          100,000,000 shares; issued and
          outstanding, 28,490,430 shares                      284,904
     Additional paid-in capital                             4,076,836
     Deficit                                              (14,731,393)
     Stock subscriptions receivable (Note 4)                 (189,450)
                                                          ------------
TOTAL STOCKHOLDERS' DEFICIENCY                         $   (9,634,578)
                                                          ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY         $    7,124,777
                                                          ===========


                 See Notes to Consolidated Financial Statements


<PAGE>


                               LOGIMETRICS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                       Nine Months Ended
                                                           March 31,
                                                1999                   1998
                                                ----                   ----

Revenues (Note 5)                          $   9,696,566         $   6,865,193
Costs and expenses:
     Cost of revenues                          6,997,583             4,076,584
     Selling, general and
       administrative expenses                 3,435,265             3,157,326
     Research and development                    876,274               352,416
                                              ----------            ----------
Loss from operations                          (1,612,556)             (721,133)

Interest expense                               1,256,418               709,450
                                              ----------            ----------
Loss before income taxes                      (2,868,974)           (1,430,583)

Income tax benefit                               (19,497)             (132,615)
                                              -----------           -----------
Net loss                                      (2,849,477)           (1,297,968)

Preferred stock dividends                        178,663               159,238
                                              ----------            ----------
Net loss attributable
  to common stockholders                   $  (3,028,140)        $  (1,457,206)
                                              ===========           ==========
Basic and diluted loss
  per common share (Note 6)                $       (0.11)        $       (0.06)

Basic and diluted weighted average
  number of common shares (Note 6)            28,478,770            25,336,207
                                              ==========            ==========



                 See Notes to Consolidated Financial Statements

<PAGE>


                               LOGIMETRICS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

                                                          Three Months Ended
                                                              March 31,
                                                        1999            1998
                                                        ----            ----
Revenues (Note 5)                                  $ 3,340,945    $  1,552,849
Cost and expenses:
   Cost of revenues                                  2,455,165       1,232,146
   Selling, general and
     administrative expenses                           929,100         862,838
   Research and development                            262,224         123,636
                                                     ---------       -----------
  Loss from operations                                (305,544)       (665,771)

  Interest expense                                     473,612         231,880
                                                     ----------      -----------
  Loss before income taxes                            (779,156)       (897,651)

  Income tax benefit                                        -         (207,330)
                                                     ----------      -----------
  Net loss                                            (779,156)       (690,321)

  Preferred stock dividends                             58,685          58,685
                                                     ----------      -----------
  Net loss attributable to
     common stockholders                           $  (837,841)   $   (749,006)
                                                    ===========      ===========
  Basic and diluted loss per common
     share (Note 6)                                $     (0.03)   $      (0.03)

  Basic and diluted weighted average number
     of common shares (Note 6)                      28,490,430      25,791,828
                                                    ==========      ==========

                 See Notes to Consolidated Financial Statements


<PAGE>

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




                                                          Nine Months Ended
                                                             March 31
                                                         1999            1998
                                                         ----            ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                           $  (2,849,477)  $ (1,297,968)
                                                      -----------   ------------
Adjustments to reconcile net loss to net cash
used for operationg activities:
  Depreciation and amortization                          617,732        399,031
  Allowance for doubtful accounts                        100,000        355,875
  Accrued interest expense                               956,179        412,428
Stock compensation expense                                34,635           -
Increase (decrease) in cash from:
  Accounts receivable                                 (1,373,722)      (182,624)
  Costs and estimated earnings
     in excess of billings on
     uncompleted contracts                                  -           785,013
  Inventories                                            474,128       (379,350)
  Prepaid expenses and other
     current assets                                      (24,556)        44,254
  Accounts payable and accrued expenses                  274,180     (2,068,955)
  Advance payments                                      (384,705)      (224,896)
  Other assets/liabilities                               (15,663)      (131,649)
                                                      -----------    -----------
          Total adjustments                              658,208       (990,873)
                                                      -----------    -----------
Net cash used for operating activities                (2,191,269)    (2,288,841)
                                                      -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of equipment and fixtures                   (858,710)      (110,411)
                                                      -----------     ----------
  Net cash used for investing activities                (858,710)      (110,411)
                                                      -----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from debt issuance                          2,416,667      2,750,000
  Proceeds from warrant issuance                          83,333        567,500
  Proceeds from sale of stock                               -            32,500
  Capital leases - net                                   585,879            -
  Loans from stockholders                                387,347            -
  Repayment of loans from stockholders                  (119,339)      (200,000)
  Proceeds from exercise of warrants                      15,000         16,131
  Stock subscriptions received                               -            8,500
  Repayment of debt - net                               (321,691)      (213,188)
                                                     ------------     ----------
Net cash provided by financing activities              3,047,196      2,961,443
                                                     ------------     ----------
NET (DECREASE) INCREASE IN CASH                           (2,783)       562,191

CASH, beginning of period                                432,250        368,327
                                                     -----------      ---------
CASH, end of period                                      429,467        930,518
                                                     ===========      =========



                 See Notes to Consolidated Financial Statements


<PAGE>



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

1.   Financial Statements

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

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

The balance sheet as of March 31, 1999,  the  statements  of operations  for the
three-month  and  nine-month  periods  ended  March 31,  1999 and 1998,  and the
statements  of cash flows for the  nine-month  periods  ended March 31, 1999 and
1998, are unaudited.  Such unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial reporting and with the instructions to Form 10-QSB. Accordingly,  they
do not include all of the  information  and  disclosures  required by  generally
accepted accounting principles for complete financial statements. In the opinion
of  management,  all  adjustments,   consisting  of  normal  recurring  accruals
considered  necessary for a fair presentation,  have been included.  Results for
the three and nine months ended March 31, 1999 are not necessarily indicative of
the results that may be achieved for any other interim  period or for the fiscal
year ending June 30, 1999. These  statements  should be read in conjunction with
the  financial  statements  and related notes  included in the Company's  Annual
Report on Form 10-KSB for the year ended June 30, 1998.

2.   Inventories

Inventory consists of the following at March 31, 1999:

Raw material and components                                    $878,956
Work-in-progress                                              1,505,824
                                                              ---------
                                                             $2,384,780
                                                             ==========
<PAGE>


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

3.   Long-Term Debt

Long-term debt consists of the following at March 31, 1999:

Notes payable to Bank                                  $ 2,165,056
Class A Debentures                                       4,527,133
Class B Debentures                                       1,951,117
  Less:  Discount at issuance                             (457,628)
  Plus:  Amortization of discount                          429,032
Class C Debentures                                       2,666,667
  Less: Discount at issuance                              (666,667)
  Plus:  Amortization of discount                          313,495
Notes payable - stockholders                               739,551
Capital lease obligations                                  598,615
                                                        ----------
                                                        12,266,371
Less: current portion                                     (186,904)
                                                        -----------
                                                       $12,079,467
                                                       ===========

Pursuant  to the terms of a Purchase  Agreement,  dated  October  21,  1998 (the
"Purchase  Agreement"),  among the Company and the purchasers party thereto, the
Company issued and sold $2.7 million in aggregate face amount of its Class C 13%
Senior Subordinated Debentures due September 30, 1999 (the "Class C Debentures")
for an aggregate  purchase  price of $2.0  million.  The Class C Debentures  are
non-callable  and are  currently  convertible  into shares of Common  Stock at a
conversion  price  of  $0.31  per  share,   subject  to  adjustment  in  certain
circumstances.  See Note 7 for a description of the subsequent  extension of the
Class C Debentures.


Principal payment due on all long-term debt consists of the following:

Fiscal year ending June 30, 1999                           $     51,984
Fiscal year ending June 30, 2000                              2,416,788
Fiscal year ending June 30, 2001                             10,104,152
Thereafter                                                       75,215
                                                            -----------
                                                           $ 12,648,139
                                                           ============

4.   Stockholders' Deficiency

Stock subscriptions receivable consists of the following at March 31, 1999:

     Notes form former officers                            $  154,450
     Note from a director                                      35,000
                                                              -------
                                                           $  189,450
                                                              =======

<PAGE>


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

5.       Revenue Recognition

In December  1997,  CellularVision  of New York,  L.P.  ("CVNY")  entered into a
letter agreement with the Company pursuant to which CVNY agreed to pay on behalf
of CellularVision  Technology & Telecommunications  L.P. ("CT&T")  approximately
$3.0  million  of the  amounts  owed by CT&T . Under  the  terms  of the  letter
agreement,  CVNY paid  $350,000 to the Company,  and  delivered to the Company a
secured  promissory note in the principal amount of  approximately  $2.6 million
(the "CVNY  Note").  The CVNY Note relates to  equipment,  substantially  all of
which had been  ordered by CT&T and CVNY in prior  periods,  and which was being
held at the  Company's  premises  at  CVNY's  request.  In  addition,  CVNY  has
confirmed to the Company in writing that it has purchased the equipment  covered
by the CVNY Note and has assumed the risk of loss with respect thereto. CVNY has
committed  to accept  delivery of all such  equipment  by June 30,  1998.  As of
December  28, 1997,  CVNY had paid  approximately  $50,000  pursuant to the CVNY
Note. On December 31, 1997,  the Company sold the CVNY Note without  recourse to
an unrelated party for  approximately  $2.4 million.  The loss of  approximately
$190,000  on the sale of the CVNY Note was  recorded  in  selling,  general  and
administrative  expenses.  During the second quarter of fiscal 1998, the Company
recorded approximately $3.0 million of sales related to these transactions.

6.       Loss Per Share

Loss per common  share was  computed  by dividing  the net loss by the  weighted
average number of shares of common stock outstanding  during each of the periods
presented.  The loss per share  calculations  for the three-month and nine-month
periods  ended  March 31,  1999 and March 31,  1998 do not give effect to common
stock equivalents because they would have an antidilutive effect.

7.       Subsequent Events

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

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

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

<PAGE>

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

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

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

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

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

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

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

In connection with the Signal Transactions, the holders of the Company's Class A
Debentures,  Class B  Debentures  and Class C  Debentures  agreed to extend  the
maturity dates of all such debentures to July 1, 2000.

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

<PAGE>


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

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

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

<PAGE>


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

Results of Operations

Nine Months Ended March 31, 1999 Compared to Nine Months Ended March 31, 1998

Net revenues for the nine months ended March 31, 1999 increased $2.8 million, or
41.2%, to $9.7 million from $6.9 million for the comparable  period of 1998. The
increase in  revenues  for the nine months  ended March 31, 1999  resulted  from
increases in sales of traveling wave tube amplifiers,  the Company's traditional
products.  As described  in Note 5 to the  accompanying  consolidated  financial
statements,  during the quarter ended December 31, 1997, the Company  recognized
approximately  $3.0  million  in  revenue  from the sale of  point-to-multipoint
("PMP") equipment to CT&T and certain of its affiliates.

Cost of  revenues  for the nine  months  ended  March 31,  1999  increased  $2.9
million,  or 71.7%, to $7.0 million from $4.1 million for the comparable  period
of 1998.  As a percentage  of net  revenues,  cost of revenues was 72.2% for the
nine months  ended March 31, 1999 and 59.4% for the nine months  ended March 31,
1998.  The  decrease  in gross  margin  resulted  primarily  as a  result  of an
unfavorable shift in product mix toward products with lower margins.

Selling, general and administrative expenses for the nine months ended March 31,
1999 increased $0.2 million,  or 8.8%, to $3.4 million from $3.2 million for the
comparable period of 1998, primarily as a result of increased  commissions based
on increased sales and increased staffing expenses associated with the Company's
receipt of orders for its PMP equipment during the nine-month period ended March
31, 1999.

Research  and  development  expenses  for the nine  months  ended March 31, 1999
increased  $0.5  million,  or 148.6%,  to $0.9 million from $0.4 million for the
comparable period of 1998 as a result of a shift in personnel from production to
design and development activities related to new product development and product
enhancement of both the Company's PMP and traditional product lines.

For the reasons  discussed above, the Company recorded an operating loss of $1.6
million for the nine months ended March 31, 1999,  compared to an operating loss
of $0.7 million for the comparable period in 1998.

Interest  expense  for the nine  months  ended  March 31,  1999  increased  $0.6
million,  or 77.1%, to $1.3 million from $0.7 million for the comparable  period
of  1998,  primarily  as a  result  of a higher  level  of  average  outstanding
indebtedness.

During the nine  months  ended  March 31,  1999,  the  Company had an income tax
benefit of $19,000,  compared  to an income tax benefit of $0.1  million for the
nine months ended March 31, 1998. LogiMetrics and mmTech currently file separate
federal and state tax returns.

During the nine  months  ended  March 31,  1999 and 1998,  the  Company  accrued
dividends on its outstanding preferred stock of $0.2 million in each period.

For the reasons discussed above, the Company recorded a net loss attributable to
common  stockholders  for the nine months ended March 31, 1999 of $3.0  million,
compared to a net loss  attributable to common  stockholders of $1.5 million for
the comparable period in 1998.

Liquidity and Capital Resources

At March 31,  1999,  the Company  had cash of $0.4  million.  At such date,  the
Company had total current  assets of $5.8 million and total current  liabilities
of $4.7 million.

<PAGE>


Net cash used for  operating  activities  was $2.2  million  for the nine months
ended March 31,  1999,  compared to $2.3  million for the  comparable  period in
1998. Net cash used for operating  activities during the nine months ended March
31, 1999,  resulted primarily from a net loss of $2.8 million and an increase in
accounts  receivable,  offset in part by an increase in accrued interest expense
and accounts  payable and accrued  expenses and a decrease in  inventories.  Net
cash used for operating  activities  during the nine months ended March 31, 1998
resulted  primarily  from a net loss of $1.3 million,  the repayment of accounts
payable and  increases in  inventory,  offset in part by a decrease in costs and
estimated earnings in excess of billings or uncompleted contracts, and increases
in accrued interest expense and allowance for doubtful accounts.

Net cash used for  investing  activities  was $0.9  million  for the nine months
ended March 31, 1999,  and $0.1 million for the  comparable  period in 1998. Net
cash used for investing  activities in each period resulted from the purchase of
equipment to support the Company's operations.

Net cash  provided  by  financing  activities  was $3.0  million for each of the
nine-month periods ended March 31, 1999 and 1998. Net cash provided by financing
activities  during both the 1999 and 1998 periods  resulted  primarily  from the
proceeds of certain debt and warrant issuances by the Company, offset in part by
the repayment of certain  outstanding  indebtedness  as well as the repayment of
loans from stockholders of the Company.

From July 1, 1997 to March 31,  1999,  the  Company  raised  approximately  $5.9
million  from private  sales of  convertible  debentures  and warrants to fund a
portion of its cash flow needs.  However,  to date, the Company has continued to
record  losses and has failed to generate  sufficient  cash flow to fund working
capital  requirements.  To the  extent  that the  Company  is unable to meet its
working capital  requirements by generating  positive cash flow from operations,
the  Company  intends  to  continue  to fund a portion  of its  working  capital
requirements through the sale of its securities.  There can be no assurance that
the  Company  can  continue  to  finance  its  operations  through  the  sale of
securities or as to the terms of any such sales that may occur in the future. If
the Company is unable to attain profitable operations and to generate sufficient
cash flow or to obtain sufficient financing to fund its operations,  the Company
may not be able to  achieve  its  growth  objectives,  may have to  curtail  its
marketing,  development or operations,  and may be unable to continue as a going
concern.

On December 31, 1998,  the Company  repaid in full the Restated and Amended Term
Loan Note in accordance with its terms.

On February 9, 1999, the Company repaid in full the Senior Subordinated Notes.

At March 31, 1999, the Company was a party to a Modified  Revolving Credit Note,
dated as of April 30,  1998,  pursuant to which North Fork Bank (the "Bank") had
provided the Company with a revolving credit facility (the "Revolver")  maturing
on July 1, 1999. Pursuant to the terms of the Revolver, the Company was entitled
to draw up to $2.2 million assuming  sufficient  eligible inventory and accounts
receivable.  At March 31,  1999,  the Company had  $35,000  available  under the
Revolver. Outstanding amounts under the Revolver bear interest at the rate of 2%
per annum in excess of the Bank's  prime  rate.  At March 31,  1999,  the Bank's
prime rate was 7.75%.  At March 31,  1999,  the Company was in  violation of two
covenants  contained  in the Facility  that the Company  report net income of at
least $1.00 for each fiscal  quarter  (the "Net Income  Covenant")  and that the
Company  file its  Form  10-KSB  for the  fiscal  year  ended  June 30,  1998 by
September 30, 1998 (the "Reporting Requirement Covenant"). As of March 31, 1999,
the Bank had waived  compliance  with the Net Income  Covenant  for each  fiscal
quarter commencing with the fiscal quarter ended June 30, 1998 and ending on and
including  the fiscal  quarter ended March 31, 1999,  and had waived  compliance
with the Reporting  Requirement  Covenant until May 28, 1999.  See  Management's
Discussion  and  Analysis  or Plan of  Operation  -  Recent  Developments  for a
description of the subsequent extension of the Revolver.

<PAGE>


In  addition  to the  Revolver,  at March 31,  1999 the  Company  had issued and
outstanding  $4.5  million  of its Class A 13% Senior  Subordinated  Convertible
Pay-in-Kind  Debentures  due July 29,  1999  (the "Class A  Debentures"),   $2.0
million of its Amended and Restated Class B 13% Senior Subordinated  Convertible
Pay-in-Kind  Debentures  due July 29, 1999 (the "Class B  Debentures")  and $2.7
million of its Class C 13% Senior Subordinated Debentures due September 30, 1999
(the "Class C Debentures" and together with the Class A Debentures and the Class
B Debentures,  the "Senior Subordinated  Indebtedness").  The Class A Debentures
and the Class B  Debentures  contained  financial  covenants  identical to those
contained in the Revolver.  Accordingly,  at March 31, 1999,  the Company was in
default of the Net Income Covenant and the Reporting Requirement Covenant to the
same  extent as under the  Revolver.  As of March 31,  1999,  the holders of the
Class A Debentures and the Class B Debentures had waived compliance with the Net
Income  Covenant for each  quarter,  commencing  with the quarter ended June 30,
1998,  through the quarter ended June 30, 1999, and had waived  compliance  with
the Reporting Requirement Covenant until maturity.  Pursuant to the terms of the
Class A Debentures and the Class B Debentures,  the Company was required to file
a registration statement covering,  among other things, the resale of the shares
of common stock,  par value $0.01 per share (the "Common  Stock")  issuable upon
the  conversion of the Class A Debentures and the Class B Debentures on or prior
to October 27, 1997 and to have the registration statement declared effective by
the  Securities and Exchange  Commission  (the "SEC") on or prior to January 25,
1998. Unless the Company completed the required registration,  the interest rate
on the Class A  Debentures  and the Class B Debentures  increased  (subject to a
maximum  interest rate of 17% per annum).  The holders of the Class A Debentures
and the Class B Debentures  had the right to declare all amounts  thereunder due
and payable if the registration  statement was not declared effective by the SEC
on or prior to April 25,  1998.  The holders of the Class A  Debentures  and the
Class B Debentures have waived their respective rights until maturity to declare
any default  arising as a result of the  Company's  failure to have the required
registration   statement   declared  effective  by  the  SEC.  See  Management's
Discussion  and  Analysis  or Plan of  Operation  -  Recent  Developments  for a
description of the subsequent  extension of the Class A Debentures and the Class
B Debentures.

Recent Developments

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

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

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

<PAGE>


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

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

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

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

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

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

In connection with the Signal Transactions, the holders of the Company's Class A
Debentures,  Class B  Debentures  and Class C  Debentures  agreed to extend  the
maturity dates of all such debentures to July 1, 2000.

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

<PAGE>


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

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

Year 2000 Issue

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

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

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

<PAGE>

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

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

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

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

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

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

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

Forward-Looking Statements

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

<PAGE>

other reports filed with the  Securities and Exchange  Commission,  particularly
the  Company's  Form 10-KSB for the year ended June 30,  1998,  could affect the
Company's  actual  results and cause actual  results to differ  materially  from
those in the forward looking statements.

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

<PAGE>

PART II - OTHER INFORMATION

Item 3.  Defaults Upon Senior Securities

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

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits:

Number   Description

27       Financial Data Schedule

(b)      Reports on Form 8-K:

Not applicable.

<PAGE>

                                   SIGNATURES

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


                                            LOGIMETRICS, INC.

Dated: April 28, 2000                       By: /s/Erik S. Kruger
                                                Erik S. Kruger
                                            Vice President -
                                            Finance and Administration and
                                            Principal Accounting Officer


<PAGE>


                                LOGIMETRICS, INC.

                                INDEX TO EXHIBITS


                      Exhibit Number                               Page No.


               27     Financial Data Schedule