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, 1998

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

                For the transition period from ______ to _______

                         Commission file number 0-10696

                                LogiMetrics, Inc.
        (Exact name of small business issuer as specified 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: (516) 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 [X]                            No [ ]

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

      Common Stock, par value                Outstanding at April 15, 1998:
       $.01 per share                             25,932,414 shares

           Transitional Small Business Disclosure Format (check one):

                    Yes [ ]                            No [X]


<PAGE>

                                LOGIMETRICS, INC.

                                      INDEX



                                                                      PAGE

Part I - FINANCIAL INFORMATION


Item 1.  Consolidated Financial Statements (Unaudited)

    Balance Sheet - March 31, 1998...................................  3

    Statements of Operations -
    Nine months ended March 31, 1998 and 1997......................... 4

    Statements of Operations -
    Three months ended March 31, 1998 and 1997........................ 5

    Statements of Cash Flows -
    Nine months ended March 31, 1998 and 1997......................... 6

    Notes to Consolidated Financial Statements....................... 7-9

Item 2.  Management's Discussion and Analysis or Plan of Operation...10-14

PART II - OTHER INFORMATION

Item 3.  Defaults Upon Senior Securities............................. 15

Item 6.  Exhibits and Reports on Form 8-K............................ 15

SIGNATURES........................................................... 16




<PAGE>
                               LOGIMETRICS, INC.
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 1998
                                  (Unaudited)

ASSETS
CURRENT ASSETS:
  Cash                                                     $     930,518
  Accounts receivable, less allowance
    for doubtful accounts of $505,875                          1,990,914
  Inventories (Note 2)                                         3,728,386
  Prepaid expenses and other current assets                       36,257
                                                               ---------
          Total current assets                                 6,686,075

  Equipment and fixtures (net)                                   594,504
  Deferred financing costs                                        91,290
  Other assets                                                    37,477
                                                             -----------
TOTAL ASSETS                                               $   7,409,346
                                                             ===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
  Accounts payable and other accrued expenses              $   3,073,383
  Advance payments                                               885,631
  Income taxes payable                                           283,948
  Current portion of long-term debt (Note 3)                   2,310,467
                                                               ---------
          Total current liabilities                            6,553,429

  Long term debt (Note 3)                                      5,070,596
                                                             -----------
TOTAL LIABILITIES                                          $  11,624,025
                                                             -----------
COMMITMENTS
STOCKHOLDERS' DEFICIENCY (Note 3 and 4)
  Preferred Stock:
     Series A, stated value $50,000 per share;
     authorized, 200 shares; issued and
     outstanding, 28 shares                                      924,526
  Common Stock:
     Par value $.01; authorized,
     100,000,000 shares; issued and
     outstanding, 25,892,414 shares                              258,924
  Additional paid-in capital                                   4,324,978
  Deficit                                                     (8,858,657)
  Stock subscriptions receivable (Note 4)                       (864,450)
                                                            -------------

TOTAL STOCKHOLDERS' DEFICIENCY                             $  (4,214,679)
                                                             ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY             $   7,409,346
                                                             ===========

                 See Notes to Consolidated Financial Statements

                                      -3-


<PAGE>

                               LOGIMETRICS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)


                                             Nine Months Ended March 31,
                                              1998                1997
                                                            Restated (Note 1)

Net revenues (Note 5)                     $  6,865,193          $  8,420,252
Costs and expenses:
  Cost of revenues                           4,076,584             6,539,726
  Selling, general and
    administrative expenses                  3,157,326             2,400,290
  Research and development                     352,416               559,606
                                            ----------           -----------
Loss from operations                          (721,133)           (1,079,370)

Interest expense                               709,450               552,207
                                            -----------          -----------
Loss before income taxes                    (1,430,583)           (1,631,577)

Provision (benefit) for
  income taxes                                (132,615)              356,542
                                            -----------          ------------
Net loss                                    (1,297,968)           (1,988,119)

Preferred stock dividends                      159,238               171,079
                                            ----------           ------------
Net loss attributable
  to common stockholders                   $(1,457,206)         $ (2,159,198)
                                            ==========           ============
Loss per common share (Note 6)             $     (0.06)         $     (0.10)

Weighted average number of
  common shares outstanding                 25,336,207            22,246,137
                                           ===========           ============


                 See Notes to Consolidated Financial Statements

                                       -4-
<PAGE>


                               LOGIMETRICS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)


                                             Three Months Ended March 31,
                                             1998                1997
                                                            Restated (Note 1)

Net revenues                             $   1,552,849         $   3,828,920
Costs and expenses:
  Cost of revenues                           1,232,146             2,495,722
  Selling, general and
    administrative expenses                    862,838               695,906
  Research and development                     123,636               162,620
                                             ---------           -----------
Income (loss) from operations                 (665,771)              474,672

Interest expense                               231,880               191,134
                                             ---------           -----------
Income (loss) before income taxes             (897,651)              283,538

Provision (benefit) for income taxes          (207,329)              329,451  
                                              --------            -----------
Net loss                                      (690,322)              (45,913)
 
Preferred stock dividends                       58,685                60,657
                                              --------            -----------
Net loss attributable
  to common stockholders                  $   (749,007)          $  (106,570)
                                           ===========            ============
Loss per common share (Note 6)            $      (0.03)          $     (0.00)

Weighted average number of 
  common shares outstanding:                25,791,828            22,322,730
                                            ==========            ==========

                 See Notes to Consolidated Financial Statements

                                      -5-

<PAGE>

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

                                             Nine Months Ended March 31,
                                               1998                1997
                                                            Restated (Note 1)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                   $ (1,297,968)     $ (1,988,119)
                                            ------------      ------------
Adjustments to reconcile net loss to
  net cash (used for) provided by
  operating activities: 
     Depreciation and amortization              399,031           366,242
     Allowance for doubtful accounts            355,875            75,000
     Accrued interest expense paid by
          issuance of debentures                387,917              --
     Increase (decrease) in cash from:
       Accounts receivable                     (182,624)          224,131
       Costs and estimated earnings
         in excess of billings on
         uncompleted contracts                  785,013           266,887
     Inventories                               (379,350)         (112,635)
     Prepaid expenses and other
         current assets                          44,254            74,323
     Accounts payable and accrued expenses   (2,293,851)          840,829
     Other assets/liabilities                  (131,649)          357,847
                                              ----------        ---------
          Total adjustments                  (1,015,384)        2,092,624
                                             ----------         ---------
Net cash (used for) propvided by operating
  activities                                 (2,313,352)          104,505
                                              ----------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase  of equipment and fixtures       (110,411)         (113,888)
                                              ----------        ----------
     Net cash used for investing activities    (110,411)         (113,888)
                                              ----------        ----------
CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from debt issuance - net          2,750,000               --
   Proceeds from warrant issuance               567,500               --
   Proceeds from sale of stock                   32,500               --
   Repayment of loan from stockholder - net    (175,489)          (63,558)
   Proceeds from exercise of warrants            16,131             1,887
   Stock subscriptions received                   8,500             1,250
   Repayment of debt - net                     (213,188)          (93,630)
                                              ---------          ---------
Net cash (used for) provided by 
   financing activities                       2,985,954          (154,051)
                                              ---------          ---------
NET INCREASE (DECREASE) IN CASH                 562,191          (163,434)

CASH AND CASH EQUIVALENTS, beginning 
   of period                                    368,327           269,248
                                             ----------          --------
CASH AND CASH EQUIVALENTS, end of period    $   930,518         $ 105,814
                                             ==========          ========

                 See Notes to Consolidated Financial Statements
                                      -6-
<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").  All
intercompany  balances and transactions  have been eliminated.  The consolidated
financial  statements  have  been  prepared  to give  retroactive  effect to the
business  combination with mmTech which occurred on April 25, 1997 and which has
been accounted for as a pooling of interests.

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, 1997 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, 1998,  the  statements  of operations  for the
three-month  and  nine-month  periods  ended  March 31,  1998 and 1997,  and the
statements  of cash flows for the  nine-month  periods  ended March 31, 1998 and
1997, are unaudited.  Such unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial reporting and with the instructions to Form 10-QSB. Accordingly,  they
do not include all of the  information  and  disclosures  required by  generally
accepted accounting principles for complete financial statements. In the opinion
of  management,  all  adjustments,   consisting  of  normal  recurring  accruals
considered  necessary for a fair presentation,  have been included.  Results for
the three and nine months ended March 31, 1998 are not necessarily indicative of
the results that may be achieved for any other interim  period or for the fiscal
year ending June 30, 1998. 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, 1997.

2.  Inventories

Inventory consists of the following at March 31, 1998:

Raw material and components                    $  1,407,401
Work-in-progress                                  2,091,312
Finished goods                                      229,673
                                                  ---------
                                               $  3,728,386
                                                ===========
                                      -7-
<PAGE>

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


3.  Long-Term Debt

Long-term debt consists of the following at March 31, 1998:

Notes payable to Bank                        $    2,208,249
Class A Debenture                                 3,001,921
Class B Debenture                                 1,635,996
  Less:  Discount at issuance                      (457,628)
  Plus:  Amortization of discount                   343,224
Notes payable - stockholder                         447,598
Notes payable - other                                45,000
Capital lease obligations                           156,703
                                                  ---------
Sub-total                                         7,381,063
  Less:  current portion                          2,310,467
                                                  ---------
Total long-term debt                         $    5,070,596
                                                  =========

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

Fiscal year ending June 30, 1998                $   150,003
Fiscal year ending June 30, 1999                  2,173,944
Fiscal year ending June 30, 2000                  5,045,578
Thereafter                                           11,538
                                                  ---------
                                                $ 7,381,063
                                                 ==========

4.  Stockholders' Deficiency

Stock subscriptions receivable consists of the following at March 31, 1998:

     Notes from former officers                 $ 154,450
     Notes from two employees                     675,000
     Note from a director                          35,000
                                                  -------
                                                $ 864,450
                                                 ========

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 debt assumed by CVNY related 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
assumed ownership rights and risk of loss. 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 for approximately $2.4 million.  The
Company  recorded  approximately  $3.0  million  of sales in its  second  fiscal
quarter of 1998 related to these transactions.

                                      -8-
<PAGE>


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

6.       Loss Per Share

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting Standards ("SFAS") No. 128, "Earnings per Share". SFAS No.
128 specifies the  computation,  presentation  and disclosure  requirements  for
earnings  per share  ("EPS") and became  effective  for both  interim and annual
periods ending after  December 15, 1997. In accordance  with SFAS No. 128, basic
earnings per common share are computed based on the  weighted-average  number of
common shares  outstanding  during each period.  The loss per share calculations
for the three- and nine-month periods ended March 31, 1998 and March 31, 1997 do
not  give  effect  to  common  stock  equivalents  because  they  would  have an
antidilutive effect.

                                      -9-
<PAGE>


LOGIMETRICS, INC.

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

Results of Operations

Three Months Ended March 31, 1998 Compared to Three Months Ended March 31, 1997

Net revenues for the three months ended March 31, 1998  decreased  $2.2 million,
or 59%, to $1.6 million from $3.8 million for the comparable period of 1997. The
decrease  in  revenues   resulted  from  decreased  sales  of  Local  Multipoint
Distribution Service ("LMDS") equipment as well as lower revenues from traveling
wave tube  amplifiers  ("TWTAs")  and  related  equipment.  The  decline in LMDS
revenues  resulted  primarily  from  decreases in  shipments  to  CellularVision
Technology & Telecommunications,  L.P. ("CT&T"). Sales of LMDS equipment to CT&T
are expected to be substantially  lower for the remainder of fiscal 1998. During
the three  months  ended  March 31,  1997,  the  Company  had a higher  level of
longer-term  projects for which it recognized  revenues  prior to shipment under
the percentage-of-completion  method of accounting. During the comparable period
in fiscal 1998, a higher  proportion  of the  Company's  sales was  comprised of
equipment   sales  for  which  revenues  are  recognized   only  upon  shipment.
Accordingly,  the  decline  in  TWTA  revenues  resulted  primarily  from  these
differences in the timing of the recognition of revenues.

Cost of  revenues  for the three  months  ended March 31,  1998  decreased  $1.3
million,  or 51%, to $1.2 million from $2.5 million for the comparable period of
1997. As a percentage of net revenues,  cost of revenues was 79% for the quarter
ended March 31, 1998,  compared to 65% for the quarter ended March 31, 1997. The
decline in cost of revenues  primarily resulted from reduced sales levels during
the 1998  period.  The  increase in cost of revenues  as a  percentage  of sales
during the 1998 period  primarily  resulted from the allocation of manufacturing
overhead costs over a lower revenue base.

SG&A expenses for the three months ended March 31, 1998 increased  $167,000,  or
24%, to $863,000,  from $696,000 for the comparable period of 1997, primarily as
a  result  of  higher  consulting  expenses  and the  addition  of  certain  key
personnel.  As a percentage of net revenues,  SG&A expenses increased to 56% for
the quarter  ended March 31,  1998 from 18% for the  comparable  period of 1997,
primarily  as a  result  of  fixed  compensation  and  other  SG&A  expenses  in
conjunction with a lower revenue base.

Research  and  development  expenses  for the three  months ended March 31, 1998
decreased  $39,000,  or 24%, to $124,000 from $163,000 for the comparable period
of 1997, as a result of the Company's  efforts to streamline  its operations and
deploy its resources more efficiently.

For the reasons  discussed above, the Company recorded an operating loss for the
three months ended March 31, 1998 of $666,000 compared to an operating profit of
$475,000 for the comparable period in 1997.

Interest expense for the three months ended March 31, 1998 increased $41,000, or
21%, to $232,000 from $191,000 for the comparable period of 1997, primarily as a
result of a higher level of average outstanding indebtedness.

During the quarter  ended March 31, 1998,  the Company had an income tax benefit
of $207,000, compared to an income tax expense of $329,000 for the quarter ended
March 31, 1997. The Company and mmTech currently file separate federal and state
tax returns.  The tax expense  recorded in the three months ended March 31, 1997
relates to pre-tax income generated by mmTech in that period.

During the quarters ended March 31, 1998 and 1997, the Company accrued dividends
on its outstanding  preferred stock of $59,000, and $61,000,  respectively.  For
the reasons  discussed above,  the Company  recorded a net loss  attributable to
common stockholders of $749,000 for the quarter ended March 31, 1998 compared to
a net loss  attributable  to common  stockholders of $107,000 for the comparable
period in 1997.

                                      -10-
<PAGE>


LOGIMETRICS, INC.

Nine Months Ended March 31, 1998 Compared to Nine Months Ended March 31, 1997

Net revenues for the nine months ended March 31, 1998 decreased $1.5 million, or
18%, to $6.9 million from $8.4 million for the  comparable  period of 1997.  The
decrease in  revenues  resulted  primarily  from lower  revenues  from TWTAs and
related  equipment  which more than  offset a slight  increase  in sales of LMDS
equipment. During the nine months ended March 31, 1997, the Company had a higher
level of longer-term projects for which it recognized revenues prior to shipment
under the percentage-of-completion  method of accounting.  During the comparable
period in fiscal 1998, a higher  proportion of the Company's sales was comprised
of  equipment  sales for  which  revenues  are  recognized  only upon  shipment.
Accordingly,  the  decline  in  TWTA  revenues  resulted  primarily  from  these
differences in the timing of the recognition of revenues. 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 revenues
from the sale of LMDS equipment to CT&T and certain of its affiliates.  Sales of
LMDS equipment to CT&T are expected to be substantially  lower for the remainder
of fiscal 1998.

Cost of  revenues  for the nine  months  ended  March 31,  1998  decreased  $2.4
million,  or 38%, to $4.1 million from $6.5 million for the comparable period of
1997.  As a percentage  of net  revenues,  cost of revenues was 59% for the nine
months ended March 31, 1998, compared to 78% for the nine months ended March 31,
1997.  The decline in cost of  revenues  primarily  resulted  from a decrease in
sales during the 1998 period, certain production  inefficiencies during the 1997
period and the completion of several large projects during the nine months ended
March 31, 1997 which had significantly higher associated costs.

SG&A expenses for the nine months ended March 31, 1998  increased  $757,000,  or
32%,  to $3.2  million  from $2.4  million  for the  comparable  period of 1997,
primarily  as a result of the  recording  of a $356,000  allowance  for doubtful
accounts relating to amounts owed to the Company by CT&T,  increased  commission
expense  relating to the sale of certain LMDS  equipment  during the nine months
ended March 31, 1998 and the addition of certain key personnel.  As a percentage
of net  revenues,  SG&A  expenses  increased to 46% of net revenues for the nine
months ended March 31, 1998 from 29% for the comparable period of 1997 primarily
as a result of fixed  compensation and other SG&A expenses in conjunction with a
lower revenue base.

Research  and  development  expenses  for the nine  months  ended March 31, 1998
decreased $207,000,  or 37%, to $352,000 from $560,000 for the comparable period
of 1997 as a result of the Company's  efforts to streamline  its  operations and
deploy its resources more efficiently.

For the reasons  discussed  above,  the Company  recorded an  operating  loss of
$721,000 for the nine months ended March 31, 1998, compared to an operating loss
of $1.1 million for the comparable period in 1997.

Interest expense for the nine months ended March 31, 1998 increased $157,000, or
28%, to $709,000 from $552,000 for the comparable period of 1997, primarily as a
result of a higher level of average outstanding indebtedness.

During the nine  months  ended  March 31,  1998,  the  Company had an income tax
benefit of $133,000,  compared to an income tax expense of $357,000 for the nine
months  ended March 31, 1997.  The Company and mmTech  currently  file  separate
federal and state tax returns. The tax expense recorded in the nine months ended
March 31, 1997 relates to pre-tax income generated by mmTech in that period.

During the nine  months  ended  March 31,  1998 and 1997,  the  Company  accrued
dividends  on  its  outstanding  preferred  stock  of  $159,000,  and  $171,000,
respectively.

For the reasons discussed above, the Company recorded a net loss attributable to
common  stockholders  for the nine months ended March 31, 1998 of $1.5  million,
compared to a net loss  attributable to common  stockholders of $2.2 million for
the comparable period in 1997.
                                      -11-
<PAGE>

LOGIMETRICS, INC.

Liquidity and Capital Resources

At March 31, 1998,  the Company had cash and cash  equivalents  of $931,000.  At
such date,  the  Company  had total  current  assets of $6.7  million  and total
current liabilities of $6.6 million.

Net cash used for  operating  activities  was $2.3  million  for the nine months
ended March 31, 1998,  compared to net cash provided by operating  activities of
$105,000  for the  comparable  period  in  1997.  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 $2.3 million in accounts payable and
increases in inventory  of  $379,000,  offset in part by a $785,000  decrease in
costs and estimated earnings in excess of billings or uncompleted contracts,  an
increase in accrued  interest  expense of $388,000 and an allowance for doubtful
accounts of $356,000.  Net cash provided by operating activities during the nine
months  ended  March 31, 1997  resulted  primarily  from a $841,000  increase in
accounts  payable,  $366,000  of  depreciation  and  amortization  expense and a
$358,000 net increase in other assets and  liabilities,  offset in part by a net
loss of $2.0 million.

Net cash used for  investing  activities  was $110,000 for the nine months ended
March 31, 1998,  and $114,000 for the  comparable  period in 1997. Net cash used
for investing  activities in each period resulted from the purchase of equipment
to support the Company's operations.

Net cash provided by financing  activities  was $3.0 million for the nine months
ended March 31, 1998, while net cash used for financing  activities was $154,000
for the nine  months  ended  March 31,  1997.  Net cash  provided  by  financing
activities  during the 1998  period  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 a stockholder of the Company. Net cash used for financing activities during
the 1997 period  resulted  primarily  from the repayment of certain  outstanding
indebtedness  as  well as the  repayment  of  loans  from a  stockholder  of the
Company.

Since January 1, 1996,  the Company has raised  approximately  $6.1 million from
private  sales  of  convertible  debentures,  convertible  preferred  stock  and
warrants  to fund a  portion  of its cash flow  needs.  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 generate  sufficient
cash flows from  operations  or other  sources,  the  Company may not be able to
achieve  its growth  objectives,  may have to  curtail  further  its  marketing,
development or operations, and may be unable to continue as a going concern.

The  Company is a party to a Restated  and Amended  Term Loan Note,  dated as of
April 25, 1997, and a Sixth Restated and Amended Revolving Credit Note, dated as
of April 25,  1997,  pursuant to which North Fork Bank (the "Bank") has provided
the Company with a $640,000 term loan (the "Term Loan") which  matures  December
31, 1998 and a revolving credit facility (the  "Revolver")  which, by its terms,
matured  on April 30,  1998.  The Bank has  extended  the  maturity  date of the
Revolver  until January 2, 1999,  which may be further  extended to July 1, 1999
under certain circumstances.  Pursuant to the terms of the Revolver, the Company
is entitled to draw up to $2.2 million assuming  sufficient  eligible  inventory
and accounts  receivable  (the Term Loan and the Revolver are referred to herein
collectively  as the  "Facility").  Outstanding  amounts under the Facility bear
interest  at the rate of 2% per annum in excess of the  Bank's  prime  rate.  At
March 31, 1998,  the Bank's prime rate was 8.5%. At March 31, 1998,  the Company
was in violation of a covenant contained in the Facility that the Company report
net  income  of at  least  $1.00  for  each  fiscal  quarter  (the  "Net  Income
Covenant").  The Bank has waived the Net Income Covenant default for the quarter
ended March 31, 1998.
                                      -12-
<PAGE>

LOGIMETRICS, INC.

In  addition  to the  Facility,  at March 31,  1998 the  Company  had issued and
outstanding  $3.0  million  of its Class A 13% Senior  Subordinated  Convertible
Pay-in-Kind  Debentures  due July 29,  1999  (the  "Class A  Debentures"),  $1.6
million of its Amended and Restated Class B 13% Senior Subordinated  Convertible
Pay-in-Kind  Debentures due July 29, 1999 (the "Class B Debentures") and $45,000
of its Senior  Subordinated  Notes (together with the Class A Debentures and the
Class B  Debentures,  the "Senior  Subordinated  Indebtedness"),  which  contain
financial covenants  identical to those contained in the Facility.  Accordingly,
at March 31, 1998, the Company was in default of the Net Income  Covenant to the
same  extent as under the  Facility.  The  holders  of the  Senior  Subordinated
Indebtedness  have waived the Net Income Covenant  default for the quarter ended
March 31, 1998.  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  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.  As a result of the  Company's  failure to comply with these  registration
obligations,  the  interest  rate on the  Class  A  Debentures  and the  Class B
Debentures increased to 16% during the quarter ended March 31, 1998. The Company
filed the  registration  statement  with the SEC on April 30, 1998. As a result,
the interest rate on the Class A Debentures and the Class B Debentures decreased
to 15%  as of  April  30,  1998.  Unless  the  Company  completes  the  required
registration,  the  interest  rate on the  Class A  Debentures  and the  Class B
Debentures will increase  (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 until June 30,
1998 any  default  arising  as a result  of the  Company's  failure  to have the
required registration statement declared effective by the SEC.

At  December  12,  1997,  CT&T was  indebted  to the  Company  in the  amount of
approximately  $3.4 million,  representing  amounts due and owing as a result of
equipment  purchased by CT&T and certain of its  affiliates.  In December  1997,
CVNY,  an affiliate of CT&T,  entered into a letter  agreement  with the Company
pursuant  to which  CVNY  agreed  to pay on behalf  of 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 the CVNY Note in
the principal amount of approximately $2.6 million.  In December 1997, CVNY paid
the Company  approximately  $50,000  pursuant to the terms of the CVNY Note.  On
December  31,  1997,  the  Company  sold  the CVNY  Note  without  recourse  for
approximately  $2.4  million.  There can be no  assurance  that the Company will
receive payment of the remaining  amounts owed to it by CT&T or as to the timing
of any such payments that are ultimately made.

The Company and mmTech  currently  file  separate  federal and state  income tax
returns.  As of June 30, 1997, the Company had an  approximate  $6.1 million net
operating loss carry forward available to be used to offset future income.

                                      -13-

<PAGE>


LOGIMETRICS, INC.

Disclosure Regarding Forward Looking Statements

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. Such statements
reflect the current  views of the Company with respect to future events based on
currently available  information and are subject to risks and uncertainties that
could cause actual results to differ materially from those  contemplated in such
forward-looking   statements.   Factors  that  could  cause  results  to  differ
materially from the Company's  expectations 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 recent shift in the
Company's  business  focus;  the  Company's  dependence  on and the  effects  of
government  regulation;   the  Company's  dependence  on  the  LMDS  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   relationship  with  CT&T  and  the  resulting
limitations  on the  Company's  ability to sell certain of its products to third
parties;  the Company's dependence on the 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 LMDS market;  the
Company's limited  proprietary  technology;  possible  fluctuations in quarterly
results;  the effects of competition;  risks related to  international  business
operations;  the Company's dependence on independent sales representatives;  and
the Company's dependence on a limited number of suppliers.  Other factors may be
described from time to time by the Company's  public filings with the Securities
and  Exchange  Commission,   news  releases  and  other  communications.   These
forward-looking  statements  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.


Year 2000 Issue

The year 2000 issue  results from  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.

Based on a recent internal assessment,  the Company has determined that the cost
to modify its existing  software  and/or to convert to new software  will not be
significant.  However,  if customers,  suppliers or others with whom the Company
does business experience problems relating to the year 2000 issue, the Company's
business,  financial  condition  or results  of  operation  could be  materially
adversely affected.

                                      -14-

<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

3.1      Certificate of  Incorporation  of  LogiMetrics,  Inc. (the  "Company"),
         as amended  (previously  filed as Exhibit 3.1 to the  Company's  Annual
         Report on Form 10-KSB for the fiscal year ended June 30, 1997 (file no.
         0-10696) and incorporated herein by reference).

3.2      By-laws, as amended, of the Company (previously filed as Exhibit 3.2 to
         the  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
         June 30, 1997 (file no. 0-10696) and incorporated herein by reference).

4.1      Form of the  Company's  Class  A 13%  Senior  Subordinated  Convertible
         Pay-in-Kind  Debentures due July 29, 1999 (previously  filed as Exhibit
         4.1 to the  Company's  Annual Report on Form 10-KSB for the fiscal year
         ended  June 30,  1997 (file no.  0-10696)  and  incorporated  herein by
         reference).

4.2      Form  of  the  Company's  Amended  and  Restated  Class  B  13%  Senior
         Subordinated  Convertible  Pay-in-Kind  Debentures  due July 29,  19999
         (previously filed as Exhibit 4.2 to the Company's Annual Report on Form
         10-KSB for the fiscal year ended June 30, 1997 (file no.  0-10696)  and
         incorporated herein by reference).

10.1     Letter, dated May 14, 1998, from North Fork Bank.

27       Financial Data Schedule.

(b)      Reports on Form 8-K:

Not applicable.

                                      -15-

<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: May 15, 1998                     By: /s/ Erik S. Kruger
                                        ------------------------------
                                                Erik S. Kruger
                                        Vice President
                                        Finance and Administration and
                                        Principal Accounting Officer


                                      -16-

<PAGE>


                                  EXHIBIT INDEX


         Exhibit Number                     Description

            10.1               Letter, dated May 14, 1998, from North Fork Bank.

            27                 Financial Data Schedule.


                                      -17-