<PAGE>
                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

                                     FORM 10-QSB                      


     [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 
                                EXCHANGE ACT OF 1934
                  For the quarterly period ended September 30, 1996
                                          OR
     [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                                EXCHANGE ACT OF 1934 
                    For the transition period from ____ to  _____

                             Commission File No. 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.)

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

     Issuer's telephone number:(516) 349-1700
                               --------------
     --------------------------------------------------------------------------
     (Former name, former address and former fiscal year, if changed since last
     report)

     Check whether the issuer (1) filed all reports required to be filed by
     Section 13 or 15(d) of the Securities 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 November 12, 1996.

              Class of Common Stock        Outstanding at November 12, 1996
              ---------------------        --------------------------------
              Common Stock, par value             2,954,954 shares
               $.01 per share

     Transitional Small Business Disclosure Format (check one): 

                      Yes _______               No ___X___
<PAGE>



                                  LOGIMETRICS, INC.
                                  -----------------

                                        INDEX



     PART I -FINANCIAL INFORMATION                                       PAGE
                                                                         ----

     Item 1. Consolidated Financial Statements (Unaudited)

              Balance Sheet - September 30, 1996...........................3

              Statements of Operations - 
              Three months ended September 30, 1996 and 1995...............4

              Statements of Cash Flows -
              Three months ended September 30, 1996 and 1995...............5

              Notes to Consolidated Financial Statements -
              September 30, 1996...........................................6   

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


     PART II - OTHER INFORMATION

     Item 3. Defaults Upon Senior Securities..............................22

     Item 6. Exhibits and Reports on Form 8-K.............................22


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

























                                          2
<PAGE>

                                  LOGIMETRICS, INC.
                              CONSOLIDATED BALANCE SHEET
                                  SEPTEMBER 30, 1996
                                     (Unaudited)
     <TABLE>
     <CAPTION>
      ASSETS
      ------
      <S>                                                        <C>
      CURRENT ASSETS:
       Cash                                                       $  171,536
       Accounts receivable, less allowance                               
         for doubtful accounts of $75,000                            733,567
       Costs and estimated earnings in excess of
         billings on uncompleted contracts (Note 2)                1,332,746
       Inventories                                                 2,238,593
       Prepaid expenses and other current assets                     121,404
                                                                   ---------
          Total current assets                                     4,597,846

      Equipment and fixtures (Net) (Note 3)                          480,152
      Deferred financing costs                                       254,405
      Other assets                                                    20,725
                                                                   ---------
      TOTAL ASSETS                                                $5,353,128
                                                                   =========
      LIABILITIES AND STOCKHOLDERS' DEFICIENCY
      ----------------------------------------

      CURRENT LIABILITIES:
       Accounts payable and other accrued expenses                $2,722,107
       Accrued professional fees                                     300,700
       Accrued warranty expense                                      150,000
       Current portion of long-term debt (Note 4)                  3,744,489
                                                                   ---------
           Total current liabilities                               6,917,296
       LONG-TERM DEBT (Note 4)                                        79,712
                                                                   ---------
       TOTAL LIABILITIES                                           6,997,008
                                                                   ---------
      COMMITMENTS 

      STOCKHOLDERS' DEFICIENCY (Note 5)
        Preferred Stock:
            Series A, stated value $50,000 per share;
            authorized, 200 shares; issued and
            outstanding, 30 shares                                   990,564
       Warrants                                                    1,023,234
       Common Stock:
            Par Value $.01; authorized,
            35,000,000 shares; issued and
            outstanding, 2,954,954 shares                             29,549
       Additional paid-in capital                                  1,836,061
       Accumulated deficit                                        (5,359,088)
       Stock subscriptions receivable                               (164,200)
                                                                   ---------
      TOTAL STOCKHOLDERS' DEFICIENCY                              (1,643,880)
                                                                   ---------
      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY              $5,353,128
                                                                   =========
     </TABLE>
                    See Notes to Consolidated Financial Statements

                                          3<PAGE>






                                  LOGIMETRICS, INC.
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (Unaudited)
     <TABLE>
     <CAPTION>
                                                Three Months Ended September 30,
                                                --------------------------------
                                                       1996           1995
                                                       ----           ----
     <S>                                            <C>            <C>
     Net Revenues                                   $1,893,862     $2,302,804    
     Cost and expenses:
        Cost of revenues (Note 2)                    1,818,061      1,742,303
        Selling, general and                  
        administrative expenses                        614,302        403,784
                                                     ---------      ---------
     (Loss) income from operations                    (538,501)       156,717
       Interest expense                                171,454         82,362
                                                     ---------      ---------
     (Loss) income before income taxes                (709,955)        74,355
      (Benefit) provision for income taxes                -            25,000        
                                                     ---------      ---------
     Net (loss) income                                (709,955)        49,355
                                                       
     Preferred stock dividends                          54,461           -   
                                                     ---------      ---------
     Net (loss) income available         
     to common shareholders                         $ (764,416)    $   49,355
                                                     =========      =========


     (Loss) income per common            
      share (Note 6)                                $    (.26)     $      .02
     (Loss) income per fully diluted
      share (Note 6)                                $    (.26)     $      .02

     Weighted average number of common
     shares and equivalents outstanding              2,954,954      2,860,614

     </TABLE>
              
      




                    See Notes to Consolidated Financial Statements






                                          4
<PAGE>






                                  LOGIMETRICS, INC.
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Unaudited)
     <TABLE>
     <CAPTION>
                                                   Three Months Ended September 30,
                                                   --------------------------------
                                                            1996       1995
                                                            ----       ----
     <S>                                               <C>          <C>
       CASH FLOWS FROM OPERATING ACTIVITIES:
         Net (loss) income available to 
         common shareholders                            $(764,416)   $ 49,355
                                                          -------     -------
         Adjustments to reconcile net (loss) income to
         net cash used in operating activities:
           Depreciation and amortization                   98,364      22,745
           Preferred stock dividends payable               54,461         - 
           Changes in operating assets and liabilities:
           (Increase) decrease in assets:
             Accounts receivable                          449,546     752,018 
             Cost and estimated earnings               
                in excess of billings on
                uncompleted contracts                    (330,983)   (876,472)
             Inventories                                   32,860      11,367                
             Prepaid expenses and other current assets     67,082     (44,721)                             
           Increase (decrease) in liabilities:
             Accounts payable and accrued expenses        370,068      28,998               
             Income taxes payable - current                  -         25,000
                                                          -------     -------
            Total adjustments                             741,398     (81,065)         
                                                          -------     -------
         Net cash used in operating activities            (23,018)    (31,710)
                                                          -------     -------
       CASH FLOWS FROM INVESTING ACTIVITIES:
         Capital expenditures                             (13,822)    (15,364)
                                                          -------     -------
         Net cash used in investing activities            (13,822)    (15,364)
                                                          -------     -------
       CASH FLOWS FROM FINANCING ACTIVITIES:
         Proceeds of debt and warrant issuance - net          -       342,000
         Repayment of debt                                (35,895)   (330,729)
                                                          -------     -------
         Net cash provided by financing activities        (35,895)     11,271 
                                                          -------     -------
       NET INCREASE (DECREASE) IN CASH                    (72,735)    (35,803)

       CASH and CASH EQUIVALENTS, beginning of year       244,271      40,858
                                                          -------     -------
       CASH and CASH EQUIVALENTS, end of year           $ 171,536    $  5,055
                                                          =======     =======

     </TABLE>

                    See Notes to Consolidated Financial Statements

                                          5
<PAGE>






                                  LOGIMETRICS, INC.
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     1.       Financial Statements
              --------------------

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

     The balance sheet as of September 30, 1996, the statements of operations
     for the three-month periods ended September 30, 1996 and 1995, and the
     statements of cash flows for the three-month periods then ended, have been
     prepared by the Company without audit.  Such accompanying unaudited
     consolidated financial statements have been prepared in accordance with
     generally accepted accounting principles for interim financial reporting
     and with the instructions to Form 10-QSB.  Accordingly, they do not
     include all of the information and disclosures required by generally
     accepted accounting principles for complete financial statements.  In the
     opinion of management, all adjustments, consisting of normal occurring
     accruals considered necessary for a fair presentation, have been included. 
     Results for the three months ended September 30, 1996 are not necessarily
     indicative of the results that may be achieved for the year ending June
     30, 1997.  These statements should be read in conjunction with the
     financial statements and related notes included in the Company's annual
     report on Form 10-KSB for the year ended June 30, 1996.
              
     2.       Costs and Estimated Earnings in Excess of Billings on Uncompleted
              Contracts
              -----------------------------------------------------------------

     Costs and estimated earnings in excess of billings on uncompleted
     contracts consist of the following at September 30, 1996:                  
                                                
        Cost and estimated earnings                              $1,597,370
        Less: Estimated loss upon completion                        (68,751)
              Progress billings                                    (195,873)
                                                                  ---------
                                                                 $1,332,746
                                                                  =========
     3.       Equipment and Fixtures
              ----------------------
     Equipment and fixtures, at cost, are summarized as follows at 
     September 30, 1996:

        Machinery and equipment                                  $2,141,942
        Furniture and fixtures                                      131,129
        Leasehold improvements                                      149,198
                                                                  ---------
                                                                  2,422,269
        Less: accumulated depreciation and amortization          (1,942,117)
                                                                  ---------
                                                                 $  480,152
                                                                  =========

                                          6
<PAGE>






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

     4.       Long-Term Debt
              --------------

     Long-term debt consists of the following at September 30, 1996:

            Notes payable to North Fork Bank            $2,258,376
            Senior Subordinated Debentures               1,500,000
              Less:  Discount at issuance                 (457,628)
              Plus:  Amortization of discount               85,806
            Subordinated Debentures                        300,000
            Capital lease obligations                      137,647
                                                         --------
                                                         3,824,201
            Less: current portion                        3,744,489
                                                         ---------
                                                        $   79,712
                                                         =========

     Subordinated Debentures and Series A and Series B Warrants
     ----------------------------------------------------------

     On July 14, 1995, the Company completed a private offering of 15 units of
     its securities at a price of $20,800 per unit.  Each unit consists of one
     $20,000 12% Convertible Subordinated Debenture and one Common Stock
     Purchase Warrant, Series A.  For managing the financing, Common Stock
     Purchase Warrants, Series B, to purchase 1,500,000 shares of Common Stock
     $.01 par value per share ("Common Stock"), were sold to SFM Group, Ltd.
     ("SFM") at a price of $.02 per share.

     Subsequently, on March 7, 1996, in connection with the recapitalization
     and change in control of the Company, all of the holders of the 12%
     Convertible Subordinated Debentures and Common Stock Purchase Warrants,
     Series A, and Common Stock Purchase Warrants, Series B, exchanged such
     debentures and warrants for the Amended and Restated 12% Convertible
     Subordinated Debentures (the "Subordinated Debentures") and Amended and
     Restated Series A and Series B Warrants of like tenor (the "Series A
     Warrants" and "Series B Warrants," respectively). 

     The Subordinated Debentures are convertible into an aggregate of 1,200,000
     shares of Common Stock at $.25 per share, subject to adjustment in certain
     circumstances.  As of November 12, 1996, the Company was in default with
     respect to the payment of interest under the Subordinated Debentures;
     accrued and unpaid interest totaled $49,110.  Therefore, the Company has
     reclassified these Debentures as current liabilities.  Interest accrues at
     the rate of 15% per annum on unpaid interest and 12% per annum on the
     outstanding principal.  The principal is payable in one balloon payment on
     July 14, 1997.  The Subordinated Debentures are subordinated in right of
     payment to the 12% Convertible Senior Subordinated Debentures (the "Senior
     Debentures"), the Fifth Restated and Amended Revolving Credit Note (the

                                          7
<PAGE>






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

     "Revolver") and the Further Restated Increased and Amended Term Loan Note
     (the "Term Loan") with the Company's senior lender, North Fork Bank (the
     "Bank"), and capital lease obligations.

     The Series A Warrants may be exercised at a price of $.25 per share,
     subject to adjustment in certain circumstances, for an aggregate of
     600,000 shares of Common Stock.  The Series B Warrants may be exercised at
     a price of $.25 per share, subject to adjustment in certain
     circumstances, for an aggregate of 1,500,000 shares of Common Stock.  Both
     Series A and Series B Warrants may be exercised at any time until July 15,
     2002.  As of November 12, 1996, the Company has not filed in a timely
     manner the registration statement effecting the Series A and Series B
     Warrant holders' registration rights.

     Senior Debentures and Series C Warrants
     ---------------------------------------

     On March 7, 1996, the Company completed a private offering with respect to
     an additional 30 units of its securities.  Pursuant to a Unit Purchase
     Agreement between the Company and Cerberus Partners, L.P. ("Cerberus"),
     Cerberus purchased 30 units, each composed of one $50,000 Senior Debenture
     and one Common Stock Purchase Warrant, Series C ("Series C Warrant")
     entitling the holder thereof to purchase 84,746 shares of Common Stock for
     $.01 per share, subject to adjustment in certain circumstances, at any
     time prior to March 7, 2003.

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

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

     As of November 12, 1996, the Company has not paid accrued interest on the
     Senior Debentures, has not filed in a timely manner the registration
     statement effecting the Senior Debentures and Series C Warrant holder's
     registration rights, and is not in compliance with the financial covenants
     described below.  Therefore, the Company has reclassified these Debentures
     as current liabilities.  Cerberus has waived these defaults for a limited
     period as described more fully below.

     Accrued and unpaid interest on the Senior Debentures totaled $87,361 as of
     November 12, 1996.  Interest is currently payable at the rate of 15% per
     annum on the outstanding principal and at the rate of 15% on the past-due
     interest.  Interest accrued on the unpaid principal at the rate of 12% per

                                          8
<PAGE>






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

     annum until June 5, 1996.  On June 6, 1996, the interest rate increased to
     13.5% per annum for the ensuing three-month period, due to the Company's
     failure to file a registration statement effecting the Senior Debentures
     and Series C Warrant holder's registration rights.  Thereafter, the
     interest rate increased each 30-day period by 0.5% per annum to a rate of
     15% per annum on November 12, 1996. Until the Company files a registration
     statement effecting the Senior Debentures and Series C Warrant holder's
     registration rights, the interest rate will increase by 0.5% per annum for
     each ensuing 30 day period, to a  maximum interest rate on unpaid
     principal and interest of 17% per annum.  Upon the filing of the
     registration statement and the payment of past due interest, the interest
     rate will revert to 12% per annum.

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

     North Fork Bank Credit Facilities
     ---------------------------------

     The Company has two credit facilities available to it from its senior
     lender, the Bank.  The facilities, as amended in October 1995 and March
     1996, provide the Company with a Revolver of $2,200,000, which matures
     October 31, 1997, and a Term Loan of $800,000, which matures December 31,
     1998.  The Revolver bears interest at the rate of 2% per annum in excess
     of the Bank's prime rate; the Term Loan bears interest at the rate of 1.5%
     per annum in excess of the Bank's prime rate.  On November 12, 1996, the
     Bank's prime rate was 8.25% per annum. 

     The Company is current with respect to its interest payments on the
     Revolver and its interest and principal payments on the Term Loan. 
     However, the credit facilities with the Bank contain certain financial
     covenants, which were in default as of September 30, 1996. The covenants
     have five components: (i) a minimum tangible net worth of $4.5 million,
     (ii) a current ratio of at least 2.75 to 1.0, (iii) a minimum working
     capital level of $5.5 million, (iv) a maximum ratio of total liabilities
     to tangible net worth of 1.25 to 1.0, and (v) a minimum debt service
     coverage ratio of 1.05 to 1.0.  Pursuant to a Forbearance Agreement, by
     and between the Company and the Bank, dated as of October 31, 1996 (the
     "Forbearance Agreement"), the Bank has agreed to forbear any rights it may

                                          9
<PAGE>






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

     have under the Revolver or Term Loan in connection with the Company's
     failure to comply with the financial covenants of the Revolver and Term
     Loan until the earlier of February 28, 1997, or the date on which the Bank
     receives the Company's December 31, 1996 interim financial statements. 
     Therefore, the Company has reclassified the Revolver and the Term Loan as
     current liabilities.

     Under the Term Loan and the Revolver, the Company is required to maintain
     an aggregate average monthly ledger balance of $175,000 in non-interest
     deposit accounts with the Bank ("Compensating Balance Requirement").  For
     the three months ended September 30, 1996, the Company's aggregate average
     monthly ledger balance was less than the required amount.  Accordingly,
     the Company paid penalties totaling approximately $3,000 to the Bank,
     which represent (a) the difference between $175,000 and the aggregate
     average monthly ledger balance maintained, multiplied by (b) a fixed rate
     (the "Deficiency Rate") equal to four percent (4%) in excess of the Bank's
     prime rate, based on a 360-day year and actual number of days elapsed. 
     The Deficiency Rate is established on the first day of each January and
     July and is applicable for the immediately ensuing six month period.

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

          Fiscal year ending June 30, 1997         $3,744,489
          Fiscal year ending June 30, 1998             35,898
          Thereafter                                   43,814
                                                    ---------
                                                   $3,824,201
                                                    =========

     5.       Stockholders' Equity
              --------------------

     a)       Common and Preferred Stock
              --------------------------

     During the year ended June 30, 1995, the Company awarded 130,000 shares of
     Class A Common Stock to two employees and options to purchase 200,000
     shares of Class A Common Stock were exercised, increasing the number of
     issued and outstanding Class A shares to 2,610,614.

     In August 1995, all outstanding shares (250,000 shares) of Class B Common
     Stock were converted to Class A Common Stock.  As a result of this
     conversion, the number of shares of Class A Common Stock issued and
     outstanding increased by 250,000 shares to 2,860,614 shares. 

     In March 1996, the Company's Certificate of Incorporation was amended. 
     Among other things, the authorized Common Stock of the Company was
     increased from 7,000,000 shares of Class A Common Stock, par value $.10
     per share, to 35,000,000 shares of Common Stock, par value, $.01 per

                                          10
<PAGE>






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

     share.  The appellation "Class A" was eliminated from the Common Stock,
     since there were no longer any shares of Class B Common Stock outstanding. 
     In addition, the Company's Certificate of Incorporation was amended to
     authorize 200 shares of Preferred Stock, par value $.01 per share.

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

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

     Preferred Stock and Series D Warrants
     -------------------------------------

     On March 7, 1996, the Company completed a private offering with respect to
     an additional 30 units of its securities.  Each unit was comprised of one
     share of Series A 12% Cumulative Convertible Redeemable Preferred Stock
     (the "Preferred Stock") and one Series D Warrant.  Each share of Preferred
     Stock is convertible into 94,340 shares of Common Stock, subject to
     adjustment in certain circumstances.  Each Series D Warrant entitles the
     holder thereof to purchase 94,340 shares of Common Stock at $.01 per
     share, subject to adjustment in certain circumstances, at any time prior
     to March 7, 2003.  Holders of Preferred Stock have no voting or preemptive
     rights.

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

     Dividends on the Preferred Stock are payable quarterly, beginning June 15,
     1996.  With respect to the dividend payments due on June 15, 1996 and
     September 15, 1996, the Board of Directors has elected to defer payment
     until the Company has sufficient cash for that purpose. The holders of the
     Preferred Stock and the Series D Warrants also have registration rights. 
     The Company has not filed in a timely manner the registration statement
     effecting these holders' rights.

     The accumulated amount of dividends due on the Preferred Stock as of
     November 12, 1996, is $137,146.  Accumulated dividends were payable at the
     rate of 12.0% per annum until June 5, 1996.  On June 6, 1996, the dividend
     rate increased to 13.5% per annum for the ensuing three-month period
     because the Company failed to file in a timely manner the registration
     statement effecting the Preferred Stock and Series D Warrant holders'

                                          11
<PAGE>






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

     registration rights.  Thereafter, the dividend rate increased monthly by
     0.5% per annum to a rate of 15% per annum on November 12, 1996.  Until the
     Company files the registration statement, the dividend rate will increase
     monthly by 0.5% per annum to a  maximum rate on unpaid accumulated
     dividends of 17% per annum.  Upon the filing of the registration statement
     and the payment of accumulated dividends, the dividend rate will revert to
     12% per annum.

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

     Series E Warrants
     -----------------

     In December 1995, the Company entered into a consulting agreement with two
     companies, SFM and Phipps, Teman & Company, L.L.C. ("PTCO"), for services
     to be rendered in obtaining additional financing for the Company.  In
     addition to fees paid under the agreement, on March 7, 1996, SFM and PTCO
     were granted warrants to purchase a total of 1,000,000 shares of the
     Company's Common Stock at $.50 per share, subject to adjustment in certain
     circumstances, any time prior to March 7, 2003 (the "Series E Warrants"). 
     These warrants were estimated to have a fair market value of $.01 per
     warrant, and the Company reflected such amount as a charge to professional
     fee expense.  As of November 12, 1996, the Company has not filed in a
     timely manner the registration statement effecting the Series E Warrant
     holders' registration rights.

     Series F Warrants
     -----------------

     On May 1, 1996, the Company granted Common Stock Purchase Warrants, Series
     F ("Series F Warrants") to certain directors, officers and other related
     parties as compensation for services performed for the Company.  These
     warrants were estimated to have a fair market value of $.01 per warrant,
     and the Company reflected such amount as a charge to professional fee
     expense.  The Series F Warrants are exercisable at any time prior to
     March 7, 2003 at $.50 per share, subject to adjustment in certain
     circumstances.  Specifically, the Company granted: (i) Mr. Lawrence I.
     Schneider, a director, Series F Warrants to purchase 331,190 shares of
     Common Stock; (ii) PTCO, a company whose principals include director
     Norman Phipps and officer Wade Teman, Series F Warrants to purchase
     235,850 shares of Common Stock; and (iii) Alfred Mendelsohn, a director,
     Series F Warrants to purchase 100,000 shares of Common Stock.  As of
     November 12, 1996, the Company has not filed in a timely manner the


                                          12
<PAGE>






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

     registration statement effecting the Series F Warrant holders'
     registration rights.

     Registration Rights
     -------------------

     Under the terms of the Senior Debentures, the Subordinated Debentures, the
     Preferred Stock, the Series A Warrants, the Series B Warrants, the Series
     C Warrants, the Series D Warrants, the Series E Warrants, the Series F
     Warrants and the options granted to Russell J. Reardon described below,
     the Company was obligated to file a registration statement effecting the
     respective holders' registration rights within 90 days after issuance.  As
     of November 12, 1996, the Company has not filed such a registration
     statement and, accordingly, the Company is not in compliance with respect
     to this obligation.

     b)       Stock Options  
              -------------

     Non-Qualified Stock Options
     ---------------------------

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

     On March 7, 1996, the Board of Directors granted non-qualified stock
     options to an officer to purchase 1,000,000 shares of Common Stock at an
     exercise price ranging from $.40 per share to $3.40 per share. 
     Subsequently, on September 14, 1996, in connection with a settlement
     agreement with the former officer, the grant was effectively reduced to a
     total of 225,000 shares of Common Stock at $.40 per share, subject to
     adjustment in certain circumstances.











                                          13
<PAGE>






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

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

         Date Vested          Exercise Price          Number of Shares
         -----------          --------------          ----------------
         March 7, 1996             $.40                      125,000
         September 14, 1996        $.40                      100,000
                                                             -------
         Total                                               225,000
                                                             =======

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

     (c)      Stock Subscriptions Receivable
              ------------------------------

     As of September 30, 1996, two former officers of the Company, Murray H.
     Feigenbaum and Jerome Deutsch, were indebted to the Company in the amounts
     of $106,350 and $57,850, respectively, for Common Stock purchased from the
     Company.  By agreement, such amounts are payable at the rate of $.25 per
     common share as shares are sold.  Interest accrues on the unpaid balance
     at the rate of 4% per annum, and is payable annually.

     6.       (Loss) Income Per Share
              -----------------------

     (Loss) Income per common share was computed by dividing net (loss) income
     by the weighted average number of shares of Common Stock and equivalents
     outstanding during each of the periods presented.  For the three months
     ended September 30, 1996, the fully diluted earnings per share does not
     give effect to the contingently issuable shares because they would have an
     antidilutive effect.















                                          14
<PAGE>






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

     (a)      General - Plan of Operation
              ---------------------------

     On March 7, 1996, the Company was recapitalized and new management was
     brought in to lead a restructuring of the Company's operations.  (The
     recapitalization of the Company is described in more detail below.)  The
     primary objective of the restructuring is to redirect the Company's focus
     toward the higher value-added, broadband wireless communications market. 
     The results of operations have been significantly impacted by this change
     in focus.  

     As a result of this change in focus, as well as the inactivity and other
     operating inefficiencies resulting from a shortage of cash, the Company
     has incurred net losses in each period following the change in control. 
     In addition, as of September 30, 1996, the Company was in payment default
     under the Subordinated Debentures and the Senior Debentures.  The Company
     was also in default in respect of certain financial covenants in the
     Revolver and the Term Loan with the Bank, and the Senior Debentures. 
     However, as described in Note 4 to the Company's Notes to Consolidated
     Financial Statements above, the holder of the Senior Debentures has waived
     compliance with certain financial covenants through June 30, 1997 and has
     waived its right to declare an event of default with respect to the late
     interest payment until December 15, 1996.  Pursuant to the Forbearance
     Agreement, the Bank has agreed to forbear any rights it may have under the
     Revolver or Term Loan in connection with the Company's failure to comply
     with the financial covenants of the Revolver and Term Loan until the
     earlier of February 28, 1997, or the date on which the Bank receives the
     Company's December 31, 1996, interim financial statements.  Therefore, the
     Company has reclassified these Debentures, the Revolver and the Term Loan
     as current liabilities.

     There can be no assurance that the Bank and the holder of the Senior
     Debentures will agree to waive or forbear any rights they may have after
     the Forbearance Agreement and the waiver described above expire.

     The Company has not paid any dividends on its Preferred Stock, which have
     accumulated in the amount of $137,146 through November 12, 1996.  Under
     the terms of the Preferred Stock, these dividends accumulate.  As of
     November 12, 1996, the Company is overdue in payments to vendors in the
     amount of approximately $1.3 million.

     The Company is currently seeking bridge financing and is exploring certain
     strategic alliance opportunities so that it can pay overdue amounts to
     suppliers and financial creditors, complete projects in process and fund
     the planned growth in operations.  If, however, the Company is unable to
     promptly obtain bridge financing or other cash infusions, the Company may
     seek protection from its creditors under the Bankruptcy Code or pursue an
     insolvency proceeding.  The Company's creditors could also file an
     involuntary petition against the Company under the Bankruptcy Code.  

                                          15
<PAGE>






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

     Results of Operations
     ---------------------

     Net revenues for the three-months ended September 30, 1996, were
     $1,893,862.  Compared to the corresponding prior period, revenues declined
     $408,942 (18%).  The decline was a result of project delays and inactivity
     due to a shortage of cash.
      
     Cost of revenues for the period was $1,818,061 (96% of revenues).  In the
     corresponding prior period, cost of revenues was $1,742,303 (76% of
     revenues).  The  increase in cost reflects the operating inefficiencies
     resulting from a shortage of cash and inefficiencies resulting from the
     implementation of the new marketing focus.

     Selling, general and administrative expense was $614,302 for the period. 
     Compared to the corresponding prior period, the expense increased $210,518
     (52%).  The increase includes an increase in professional fees of $171,000
     and amortization of loan costs of $31,000.

     Interest expense for the period was $171,454.  Compared to the
     corresponding prior period, interest expense increased $89,092 (108%). 
     The increased expense reflects increased borrowing levels, including the
     addition of the Senior Debentures and the Subordinated Debentures, and
     amortization of the discount on these Debentures.

     Financial Condition, Liquidity and Capital Resources
     ----------------------------------------------------

     The Company had $171,536 in cash at September 30, 1996 compared with
     $244,271 at June 30, 1996.

     The decrease in cash resulted from net cash used in operating activities
     ($23,018), capital expenditures ($13,822) and repayment of debt ($35,895).

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

     The existing capital structure of the Company is described below.

          Subordinated Debentures and Series A and Series B Warrants
          ----------------------------------------------------------

     On July 14, 1995, the Company completed a private offering of 15 units of
     its securities at a price of $20,800 per unit.  Each unit consists of one
     $20,000 12% Convertible Subordinated Debenture and one Common Stock
     Purchase Warrant, Series A.  For managing the financing, Common Stock


                                          16
<PAGE>






     Purchase Warrants, Series B, to purchase 1,500,000 shares of Common Stock
     were sold to SFM at a price of $.02 per share.

     Subsequently, on March 7, 1996, in connection with the recapitalization
     and change in control of the Company, all of the holders of the 12%
     Convertible Subordinated Debentures and Common Stock Purchase Warrants,
     Series A, and Common Stock Purchase Warrants, Series B, exchanged such
     debentures and warrants for the Subordinated Debentures and the Series A
     and Series B Warrants. 

     The Subordinated Debentures are convertible into an aggregate of 1,200,000
     shares of Common Stock at $.25 per share, subject to adjustment in certain
     circumstances.  As of November 12, 1996, the Company was in default with
     respect to the payment of interest under the Subordinated Debentures;
     accrued and unpaid interest totaled $49,110.  Therefore, the Company has
     reclassified these Debentures as current liabilities.  Interest accrues at
     the rate of 15% per annum on unpaid interest and 12% per annum on the
     outstanding principal.  The principal is payable in one balloon payment on
     July 14, 1997.  The Subordinated Debentures are subordinated in right of
     payment to the Company's Term Loan, Revolver, Senior Debentures and
     capital lease obligations.

     The Series A Warrants may be exercised at a price of $.25 per share,
     subject to adjustment in certain circumstances, for an aggregate of
     600,000 shares of Common Stock.  The Series B Warrants may be exercised at
     a price of $.25 per share, subject to adjustment in certain circumstances,
     for an aggregate of 1,500,000 shares of Common Stock.  Both Series A and
     Series B Warrants may be exercised at any time until July 15, 2002.  As of
     November 12, 1996, the Company has not filed in a timely manner the
     registration statement effecting the Series A and Series B Warrant
     holders' registration rights.  See "Registration Rights" below.

          Senior Debentures and Series C Warrants
          ---------------------------------------

     On March 7, 1996, the Company completed a private offering with respect to
     an additional 30 units of its securities.  Pursuant to a Unit Purchase
     Agreement between the Company and Cerberus, Cerberus purchased 30 units,
     each unit composed of one $50,000 Senior Debenture and one Series C
     Warrant.  Each Series C Warrant entitles the holder thereof to purchase
     84,746 shares of Common Stock for $.01 per share, subject to adjustment in
     certain circumstances, at any time prior to March 7, 2003.

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

     As of November 12, 1996, the Company has not paid accrued interest on the
     Senior Debentures, has not filed in a timely manner the registration

                                          17
<PAGE>






     statement effecting the Senior Debentures and Series C Warrant holder's
     registration rights, and is not in compliance with the financial covenants
     described below.  Therefore, the Company has reclassified these Debentures
     as current liabilities.  See "Registration Rights" below.  Cerberus has
     waived these defaults for a limited period as described more fully below.

     Accrued and unpaid interest on the Senior Debentures totaled $87,361 as of
     November 12, 1996.  Interest is currently payable at the rate of 15% per
     annum on the outstanding principal and at the rate of 15% on the past-due
     interest.  Interest accrued on the unpaid principal at the rate of 12% per
     annum until June 5, 1996.  On June 6, 1996, the interest rate increased to
     13.5% per annum for the ensuing three-month period, due to the Company's
     failure to file a registration statement effecting the Senior Debentures
     and Series C Warrant holder's registration rights.  See "Registration
     Rights" below.  Thereafter, the interest rate increased each 30-day period
     by 0.5% per annum to a rate of 15% per annum on November 12, 1996.  Until
     the Company files a registration statement effecting the Senior Debenture
     and Series C Warrant holder's registration rights, the interest rate will
     increase by 0.5% per annum for each ensuing 30 day period, to a maximum
     interest rate on unpaid principal and interest of 17% per annum.  Upon the
     filing of the registration statement and the payment of past due interest,
     the interest rate will revert to 12% per annum.

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

          North Fork Bank Credit Facilities
          ---------------------------------

     The Company has two credit facilities available to it from its senior
     lender, the Bank.  The facilities provide the Company with a Revolver of
     $2,200,000, which matures October 31, 1997, and a Term Loan of $800,000,
     which matures December 31, 1998.  The Revolver bears interest at the rate
     of 2% per annum in excess of the Bank's prime rate; the Term Loan bears
     interest at the rate of 1.5% per annum in excess of the Bank's prime rate. 
     On November 12, 1996, the Bank's prime rate was 8.25% per annum. 

     The Company is current with respect to its interest payments on the
     Revolver and its interest and principal payments on the Term Loan. 
     However, the credit facilities with the Bank contain certain financial
     covenants, which were in default as of September 30, 1996. The covenants
     have five components: (i) a minimum tangible net worth of $4.5 million,

                                          18
<PAGE>






     (ii) a current ratio of at least 2.75 to 1.0, (iii) a minimum working
     capital level of $5.5 million, (iv) a maximum ratio of total liabilities
     to tangible net worth of 1.25 to 1.0, and (v) a minimum debt service
     coverage ratio of 1.05 to 1.0.  Pursuant to the Forbearance Agreement, the
     Bank has agreed to forbear any rights it may have under the Revolver or
     Term Loan in connection with the Company's failure to comply with the
     financial covenants of the Revolver and Term Loan until the earlier of
     February 28, 1997, or the date on which the Bank receives the Company's
     December 31, 1996 interim financial statements.  Therefore, the Company
     has reclassified the Revolver and the Term Loan as current liabilities.

     Under the Term Loan and the Revolver, the Company is required to maintain
     an aggregate average monthly ledger balance of $175,000 in non-interest
     deposit accounts with the Bank ("Compensating Balance Requirement").  For
     the three months ended September 30, 1996, the Company's aggregate average
     monthly ledger balance was less than the required amount.  Accordingly,
     the Company paid penalties totaling approximately $3,000 to the Bank,
     which represent (a) the difference between $175,000 and the aggregate
     average monthly ledger balance maintained, multiplied by (b) a fixed rate
     (the "Deficiency Rate") equal to four percent (4%) in excess of the Bank's
     prime rate, based on a 360-day year and actual number of days elapsed. 
     The Deficiency Rate is established on the first day of each January and
     July and is applicable for the immediately ensuing six month period.

          Preferred Stock and Series D Warrants
          -------------------------------------

     On March 7, 1996, the Company completed a private offering with respect to
     an additional 30 units of its securities.  Each unit was comprised of one
     share of Preferred Stock and one Series D Warrant.  Each share of
     Preferred Stock is convertible into 94,340 shares of Common Stock, subject
     to adjustment in certain circumstances.  Each Series D Warrant entitles
     the holder thereof to purchase 94,340 shares of Common Stock at $.01 per
     share, subject to adjustment in certain circumstances, at any time prior
     to March 7, 2003.  Holders of Preferred Stock have no voting or preemptive
     rights.

     Dividends on the Preferred Stock are payable quarterly, beginning June 15,
     1996.  With respect to the dividend payments due on June 15, 1996 and
     September 15, 1996, the Board of Directors has elected to defer payment
     until the Company has sufficient cash for that purpose. The holders of the
     Preferred Stock and the Series D Warrants also have registration rights. 
     The Company has not filed in a timely manner the registration statement
     effecting these holders' rights.  See "Registration Rights" below.

     The accumulated amount of dividends due on the Preferred Stock as of
     November 12, 1996, is $137,146.  Accumulated dividends were payable at the
     rate of 12.0% per annum until June 5, 1996.  On June 6, 1996, the dividend
     rate increased to 13.5% per annum for the ensuing three-month period, due
     to the Company's failure to file in a timely manner the registration
     statement effecting the Preferred Stock and Series D Warrant holders'
     registration rights.  See "Registration Rights" below.  Thereafter, the

                                          19
<PAGE>






     dividend rate increased monthly by 0.5% per annum to a rate of 15% per
     annum on November 12, 1996.  Until the Company files the registration
     statement, the dividend rate will increase monthly by 0.5% per annum to a
     maximum rate on unpaid accumulated dividends of 17% per annum.  Upon the
     filing of the registration statement and the payment of accumulated
     dividends, the dividend rate will revert to 12% per annum.

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

          Series E Warrants
          -----------------

     In December 1995, the Company entered into a consulting agreement with two
     companies, SFM and PTCO, for services to be rendered in obtaining
     additional financing for the Company.  In addition to fees paid under the
     agreement, on March 7, 1996, SFM and PTCO were granted Series E Warrants
     to purchase a total of 1,000,000 shares of the Company's Common Stock at
     $.50 per share, subject to adjustment in certain circumstances, any time
     prior to March 7, 2003.  As of November 12, 1996, the Company has not
     filed in a timely manner the registration statement effecting the Series E
     Warrant holders' registration rights.  See "Registration Rights" below.

          Series F Warrants 
          -----------------

     On May 1, 1996, the Company granted Series F Warrants to certain
     directors, officers and other related parties for services performed for
     the Company.  The Series F Warrants are exercisable at any time prior to
     March 7, 2003 at $.50 per share, subject to adjustment in certain
     circumstances.  Specifically, the Company granted: (i) Mr. Lawrence I.
     Schneider, a director, Series F Warrants to purchase 331,190 shares of
     Common Stock; (ii) PTCO, a company whose principals include director
     Norman Phipps and officer Wade Teman, Series F Warrants to purchase
     235,850 shares of Common Stock; and (iii) Alfred Mendelsohn, a director,
     Series F Warrants to purchase 100,000 shares of Common Stock.  As of
     November 12, 1996, the Company has not filed in a timely manner the
     registration statement effecting the Series F Warrant holders'
     registration rights.  See "Registration Rights" below.

          Registration Rights
          -------------------

     Under the terms of the Senior Debentures, the Subordinated Debentures, the
     Preferred Stock, the Series A Warrants, the Series B Warrants, the Series
     C Warrants, the Series D Warrants, the Series E Warrants, the Series F
     Warrants and the options granted to Russell J. Reardon (see "Common Stock"
     below), the Company was obligated to file a registration statement

                                          20
<PAGE>






     effecting the respective holders' registration rights within 90 days after
     issuance.  As of November 12, 1996, the Company has not filed such a
     registration statement and, accordingly, the Company is not in compliance
     with respect to this obligation.

          Common Stock 
          ------------

     During the year ended June 30, 1995, the Company awarded 130,000 shares of
     Class A Common Stock to two employees and options to purchase 200,000
     shares of Class A Common Stock were exercised, increasing the number of
     issued and outstanding Class A shares to 2,610,614.

     In August 1995, all outstanding shares (250,000 shares) of Class B Common
     Stock were converted to Class A Common Stock.  As a result of this
     conversion, the number of shares of Class A Common Stock issued and
     outstanding increased by 250,000 shares to 2,860,614 shares. 

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

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

     In June 1996, a Series D Warrant was exercised.  As a result, the number
     of issued and outstanding shares of Common Stock increased by 94,340 to
     2,954,954 shares. 















                                          21
<PAGE>






                             PART II - OTHER INFORMATION


     Item 3.    Defaults Upon Senior Securities
                -------------------------------

     See "Management's Discussion and Analysis or Plan of Operation" for a
     description of the Company's defaults under the Revolver, the Term Loan,
     the Senior Debentures, the Subordinated Debentures and the Preferred
     Stock.

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

     (a)    Exhibits
            --------

     Number    Description
     ------    -----------

     3          Amended and Restated Certificate of Incorporation of
                LogiMetrics, Inc. as of March 7, 1996.

     27         Financial Data Schedule for the three months ended 
                September 30, 1996.

     (b)  Reports on Form 8-K:

     On September 9, 1996, the Company filed with the Securities and Exchange
     Commission a Current Report on Form 8-K dated August 27, 1996 relating to
     the dismissal of the Company's independent accountants.

     On September 19, 1996, the Company filed with the Securities and Exchange
     Commission a Current Report on Form 8-K dated September 13, 1996 relating
     to the engagement of Deloitte & Touche LLP as the Company's independent
     accountants.

















                                          22
<PAGE>






                                     SIGNATURES

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

                                        LOGIMETRICS, INC.


     Date: November 14, 1996            By:/s/ Norman M. Phipps
                                           ------------------------------------
                                           Norman M. Phipps
                                           Chairman of the Board
                                           (Acting Principal Executive Officer)


     Date: November 14, 1996             By:/s/ Russell J. Reardon
                                            -----------------------------------
                                            Russell J. Reardon  
                                            Chief Financial Officer
                                            (Principal Accounting Officer)
































                                          23
<PAGE>