SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 FORM 10-QSB/A2

[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 [ ]           No [X]

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

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

           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 - March 31, 1998............................................ 3

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

Statements of Cash Flows -
Nine months ended March 31, 1998 and 1997................................. 5

Notes to Consolidated Financial Statements................................ 6-8


Item 2.  Management's Discussion and Analysis or Plan of Operation........ 9-12


SIGNATURES................................................................  13

<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                                            3,874,370
Deficit                                                              (8,408,049)
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

<PAGE>

<TABLE>
<CAPTION>

                                                 LOGIMETRICS, INC.
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                                    (Unaudited)

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

<S>                <C>                                 <C>                        <C>
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

<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) provided 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

</TABLE>

<PAGE>

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

1.       Financial Statements

The  accompanying  consolidated  financial  statements  include the  accounts of
LogiMetrics,  Inc.  ("LogiMetrics") and its wholly owned  subsidiaries,  mmTech,
Inc. ("mmTech") and LogiMetrics FSC, Inc. (collectively,  the "Company"). Unless
otherwise  indicated,   all  references  to  the  Company  in  the  Management's
Discussion and Analysis of Financial Condition and Results of Operations include
mmTech and all references to LogiMetrics mean the Company excluding mmTech.  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
                                                             ==========
<PAGE>

                                LOGIMETRICS, INC.
                                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 CVNY Note relates to  equipment,  substantially  all of
which had been  ordered by CT&T and CVNY in prior  periods,  and which was being
held at the  Company's  premises  at  CVNY's  request.  In  addition,  CVNY  has
confirmed to the Company in writing that it has purchased the equipment  covered
by the CVNY Note and has assumed the risk of loss with respect thereto. CVNY has
committed  to accept  delivery of all such  equipment  by June 30,  1998.  As of
December  28, 1997,  CVNY had paid  approximately  $50,000  pursuant to the CVNY
Note. On December 31, 1997, the Company sold the CVNY Note without  recourse for
approximately  $2.4 million.  The loss of approximately  $190,000 on the sale of
the CVNY Note was  recorded in selling,  general  and  administrative  expenses.
During the second  quarter of fiscal 1998,  the Company  recorded  approximately
$3.0 million of sales related to these transactions.

<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  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.

<PAGE>


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

Results of Operations

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.  Reduced revenues from TWTAs and related equipment primarily resulted
from the Company's  elimination  of certain  business  lines,  as it shifted its
marketing focus toward more profitable commercial applications.  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.
Based upon the  Company's  understanding  of current  conditions in the emerging
LMDS market,  including delays in the FCC auction of the LMDS spectrum which did
not conclude until March 25, 1998,  the Company  expects sales of LMDS equipment
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,  $240,000  resulting
from the addition of certain key  personnel and $190,000 on the loss on the sale
of the CVNY Note. 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.  LogiMetrics  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.

<PAGE>

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.  The  Company  does not  expect to have
additional  significant capital  expenditures during the remainder of the fiscal
year ended June 30, 1998.

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. In addition,  the Company has
attempted to address its liquidity needs through, among other things,  headcount
reductions  and  negotiations  of credit terms with its suppliers.  However,  to
date,  the Company  has  continued  to record  losses and has failed to generate
sufficient  cash flow to fund its working  capital  requirements.  To the extent
that  the  Company  is  unable  to meet  its  working  capital  requirements  by
generating  positive cash flow from operations,  the Company intends to continue
to fund a portion of its working  capital  requirements  through the sale of its
securities.  There can be no assurance  that the Company can continue to finance
its  operations  through the sale of  securities  or as to the terms of any such
sales  that may  occur  in the  future.  If the  Company  is  unable  to  attain
profitable  operations  and  to  generate  sufficient  cash  flow  or to  obtain
sufficient  financing  to fund its  operations,  the  Company may not be able to
achieve its growth objectives, may have to curtail its marketing, development or
operations, and may be unable to continue as a going concern.

The  Company  has  recently  engaged in  preliminary  discussions  with  various
institutional investors regarding the financing of the Company's working capital
requirements.  The  discussions  to date  have  involved  a range  of  financing
alternatives, including the extension of the Company's current indebtedness, the
private or public offering of its equity and/or debt  securities,  and strategic
alliances.   However,   the  Company  has  not  entered  into  any   agreements,
understandings or arrangements with respect to any such financing  transactions.
There can be no  assurance  that the  Company  will be able to raise  sufficient
funds to satisfy its  requirements or as to the terms or timing of any financing
that does take  place.  The sale by the  Company of Common  Stock or  securities
exercisable for,  convertible  into or exchangeable  for, shares of Common Stock
could result in  substantial  dilution to purchasers of the  Securities  offered
hereby.  Further,  the  terms  of any debt  financing  may  contain  restrictive
covenants  that  significantly  restrict the  Company's  ability to take certain
actions.  If the  Company  is  unable  to  generate  sufficient  cash  from  its
operations or other  sources,  the Company may not be able to achieve its growth
objectives, may have to curtail its marketing and development activities and may
be unable to operate as a going concern.

<PAGE>

The  Company is a party to a Restated  and Amended  Term Loan Note,  dated as of
April 25, 1997,  and a Modified  Revolving  Credit  Note,  dated as of April 30,
1998,  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 matures on January 2, 1999,
which may be 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").  At
March 31,  1998,  the Company had  approximately  $280,000  available  under the
Revolver. 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  compliance  with  the  Net  Income  Covenant  for  each  fiscal  quarter
commencing  with the  fiscal  quarter  ended  March 31,  1998 and  ending on and
including the fiscal quarter ended December 31, 1998.

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.

In the  event  that the  Company  is  unable  to  comply  with the  terms of the
indebtedness  described  above and does not obtain  waivers of any defaults that
might  occur  as a  result  thereof,  the Bank  and the  holders  of the  Senior
Subordinated  Indebtedness  would  have the right to  declare  the  amounts  due
thereunder due and owing. In the event of such  acceleration,  the Company would
be required to obtain additional financing to repay the amounts owed to the Bank
and the holders of the Senior Subordinated Indebtedness or to take other actions
to protect its business and assets.

As set  forth  in the  Consolidated  Financial  Statements,  the  Company  had a
significant amount of indebtedness  outstanding at March 31, 1998, a substantial
portion of which becomes due and payable in 1999. Based on the Company's current
working  capital  resources,  the  Company  may not be able to repay all of such
indebtedness  as it becomes due. In the event that the holders of the  Company's
indebtedness  do not agree to extend such  indebtedness  or do not convert their
debt into shares of Common Stock (to the extent  convertible),  the Company will
be required to obtain additional financing to repay such indebtedness or to take
other actions to protect its business and assets.

At  December  31,  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.

LogiMetrics  and mmTech  currently  file  separate  federal and state income tax
returns. As of June 30, 1997,  LogiMetrics had net operating loss carry forwards
of approximately $6.1 million available to be used to offset future income. Such
loss carry-forwards expire between 2011 and 2012.

<PAGE>

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.


<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:  February 3, 2000                      By:/s/Erik S. Kruger
                                              ______________________________
                                              Erik S. Kruger
                                              Vice President--Finance and
                                              Administration and Principal
                                              Accounting Officer