SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                For the quarterly period ended March 31, 1997

[ ] 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.)

                 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  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

          Yes     [X]                                No      [ ]

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

 Common Stock, par value      Outstanding at May 5, 1997: 22,391,434 shares
   $.01 per share

Transitional Small Business Disclosure Format (check one):

           Yes    [ ]                                 No      [X]




<PAGE>



                                LOGIMETRICS, INC.


                                      INDEX


                                                                         Page
Part I - Financial Information

Item 1.  Consolidated Financial Statements (Unaudited)

    Balance Sheet - March 31, 1997......................................   3

    Statements of Operations -
    Nine months ended March 31, 1997 and 1996...........................   4

    Three months ended March 31, 1997 and 1996..........................   5

    Statements of Cash Flows -
    Nine months ended March 31, 1997 and 1996...........................   6

    Notes to Consolidated Financial Statements .........................   7

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

PART II - OTHER INFORMATION

Item 3.  Defaults Upon Senior Securities................................  20

Item 6.  Exhibits and Reports on Form 8-K...............................  20

SIGNATURES..............................................................  21









<PAGE>



                                LOGIMETRICS, INC.
                           CONSOLIDATED BALANCE SHEET
                                  March 31, 1997
                                   (Unaudited)

ASSETS
CURRENT ASSETS:
  Cash                                                            $   100,762
  Accounts receivable, less allowance
    for doubtful accounts of $150,000                                 932,626
  Costs and estimated earnings in excess of
    billings on uncompleted contracts (Note 3)                        734,876
  Inventories                                                       2,151,411
  Prepaid expenses and other current assets                           102,790
                                                                    ---------

      Total current assets                                          4,022,465
  Equipment and fixtures (Note 4)                                     440,401
  Deferred financing costs                                            187,344
  Other assets                                                         20,300
                                                                  -----------

TOTAL ASSETS                                                      $ 4,670,510
                                                                  ===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
  Accounts payable and other accrued expenses                      $4,116,042
  Customer advances                                                    59,620
  Accrued warranty expense                                            150,000
  Current portion of long-term debt (Note 5)                          705,076
                                                                    ---------

      Total current liabilities                                     5,030,738
LONG-TERM DEBT (Note 5)                                             3,130,097
                                                                   ----------

TOTAL LIABILITIES                                                   8,160,835
                                                                   ----------
COMMITMENTS
STOCKHOLDERS' DEFICIENCY (Note 6)
     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, 3,143,634 shares                                   31,436
Additional paid-in capital                                          1,836,061
Accumulated deficit                                                (7,208,670)
Stock subscriptions receivable                                       (162,950)
                                                                   -----------

TOTAL STOCKHOLDERS' DEFICIENCY                                     (3,490,325)
                                                                   -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                     $4,670,510
                                                                   ==========

                 See Notes to Consolidated Financial Statements


<PAGE>



                                LOGIMETRICS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                                  Nine Months Ended March 31,

                                                 1997                      1996
                                                 ----                      ----

Net revenues                                $ 5,246,353             $ 3,526,633
Cost and expenses:
     Cost of revenues (Note 3)                5,546,086               5,614,233
     Selling, general and
       administrative expenses                1,617,835               1,564,848
                                              ---------               ---------

Loss from operations                          1,917,568               3,652,448
                                              ---------               ---------
Interest expense                                525,350                 250,678
                                              ---------               ---------

Loss before income taxes                      2,442,918               3,903,126
                                              ---------               ---------
Provision (benefit) for income taxes             -                     (299,000)
                                              ---------               ----------

Net loss                                      2,442,918                3,604,126

Preferred stock dividends                       171,079                    -
                                              ---------                ---------
Net loss available
  to common shareholders                    $ 2,613,997              $ 3,604,126
                                            ===========               ==========


Loss per common
  share (Note 7)                            $      .87                  $  1.26

Loss per fully diluted
  share (Note 7)                            $      .87                  $  1.26

Weighted average number of common
shares and equivalents outstanding           3,004,191                2,860,602


                 See Notes to Consolidated Financial Statements





<PAGE>



                                LOGIMETRICS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                              Three Months Ended March 31,

                                                1997                 1996
                                                -----                ----

Net revenues                                 $ 2,088,689       $   947,775
Cost and expenses:
     Cost of revenues (Note 3)                 1,872,618         2,443,616
     Selling, general and
       administrative expenses                   485,548           794,477
                                             -----------         ---------
Loss from operations                             269,477         2,290,318
                                             -----------         ---------
Interest expense                                 178,976            87,650
                                             -----------         ---------
Loss before income taxes                         448,453         2,377,968
                                             -----------         ---------
Provision for income taxes                          -                -
                                             -----------         ---------
Net loss                                         448,453         2,377,968

Preferred stock dividends                         60,657             -
                                             -----------         ---------
Net loss available
  to common shareholders                     $   509,110        $2,377,968
                                             ===========        ==========

Loss per common
  share (Note 7)                            $        .17        $      .83
Loss per fully diluted
  share (Note 7)                            $        .17        $      .83

Weighted average number of common
  shares and equivalents outstanding           3,084,935         2,860,602



                 See Notes to Consolidated Financial Statements





<PAGE>
<TABLE>

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

<CAPTION>
                                                     Nine Months Ended March 31,
                                                       1997                1996
                                                       ----                ----
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                  <C>                <C>       
Net loss                                             $ 2,442,918        $3,604,126
                                                      ----------        ----------
Adjustments to reconcile net loss to net
cash provided by (used for) operating activities:
   Depreciation and amortization                         302,343            69,381
   Non-cash expenses                                      22,500               -
   Allowance for doubtful accounts                        75,000               -
   Deferred income tax (benefit)                            -             (299,000)
   Increase (decrease) in cash from:
     Accounts receivable                                 175,487         1,014,876
     Costs and estimated earnings
        in excess of billings on
        uncompleted contracts                            266,887         2,119,726
     Inventories                                         120,042           (86,967)
     Prepaid expenses and other
        current assets                                    85,696          (120,056)
     Other assets                                            425          (298,342)
     Accounts payable and accrued expenses             1,406,303          (388,774)
                                                       ---------         ----------
           Total adjustments                           2,454,683         2,010,844
                                                       ---------         ----------

Net cash provided by (used for) operating activities      11,765        (1,593,282)
                                                       ---------        -----------


CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of equipment and fixtures                   (19,572)          (77,148)
                                                       ----------        ----------

   Net cash (used for) investing activities              (19,572)          (77,148)
                                                       ----------        ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds of debt and warrant issuance - net              -            1,894,936
   Proceeds of preferred stock issuance                     -            1,145,595
   Repayment of loans from stockholders                     -              (60,000)
   Proceeds from exercise of warrants                      1,887                -
   Decrease in stock subscriptions receivable              1,250                -
   Repayment of debt                                    (138,839)         (393,093)
                                                       ----------      ------------

   Net cash provided by (used for) financing
     activities                                         (135,702)        2,587,438
                                                       ----------      ------------


NET INCREASE (DECREASE) IN CASH                         (143,509)          917,008

CASH and CASH EQUIVALENTS, beginning
  of period                                              244,271            40,858
                                                        --------       -----------

CASH AND CASH EQUIVALENTS, end of period             $   100,762       $   957,866
                                                     ===========       ===========


                 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.  and its  wholly  owned  subsidiary,  LogiMetrics  FSC,  Inc.
(collectively,  the "Company").  All intercompany balances and transactions have
been eliminated.

The Company's financial  statements have been prepared assuming that the Company
will continue as a going concern. The Company's  independent auditors' report on
the Company's financial  statements for the fiscal year ended June 30, 1996 made
reference to the Company's losses from operations and the stockholders'  capital
deficiency,  which, in their opinion, raised substantial doubt about its 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, 1997,  the  statements  of operations  for the
nine- month and  three-month  periods  ended  March 31,  1997 and 1996,  and the
statements  of cash flows for the  nine-month  periods  ended March 31, 1997 and
1996,  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 nine months and three
months ended March 31, 1997 are not  necessarily  indicative of the results that
may be  achieved  for any other  interim  period or 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.  Subsequent Events - Acquisition of mmTech, Inc.

On April 25,  1997,  the  Company  completed  the  acquisition  of mmTech,  Inc.
("mmTech"). Under the terms of the acquisition, to be accounted for as a pooling
of interests, the Company exchanged 19,247,800 shares of common stock, par value
$.01 per share (the "Common  Stock") for all of mmTech's  outstanding  shares of
common stock (the "Merger").

mmTech designs,  develops and  manufactures a complete line of equipment for the
local multi-point distribution service marketplace.

The financial  position and results of operations of the Company and mmTech will
be combined in fiscal  1997  retroactive  to July 1, 1996 and the fiscal year of
mmTech will be conformed to the Company's  fiscal year.  In addition,  all prior
periods presented will be restated to give effect to the Merger.



<PAGE>


                                LOGIMETRICS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                   (UNAUDITED)



Presented below are condensed combined pro forma financial  statements as of and
for the nine months ended March 31, 1997, giving effect to the acquisition.


Condensed Combined Pro Forma Balance Sheet at March 31, 1997

<TABLE>
<CAPTION>
                                            LogiMetrics                mmTech                    Combined


<S>                                         <C>                        <C>                      <C>    
         Assets
             Current assets                 $4,022,465                  2,353,738                $ 6,376,203
             Equipment and fixtures            440,401                    150,459                    590,860
             Other non-current assets          207,644                      2,648                    210,292
                                            ----------                  ---------                -----------
             Total assets                   $4,670,510                  2,506,845                $ 7,177,355
                                            ----------                  ---------                -----------
         Liabilities
             Current liabilities            $5,030,738                  2,237,934                $ 7,268,672
             Long-term obligations           3,130,097                     36,310                  3,166,407
                                            ----------                  ---------                 ----------
             Total liabilities               8,160,835                  2,274,244                 10,435,079
         Stockholders' equity               ----------                  ---------                 ----------
            (deficiency)                    (3,490,325)                   232,601                 (3,257,724)

         Total liabilities and              ----------                  ---------                 ----------
         stockholders' equity
         (deficiency)                       $4,670,510                  2,506,845                $ 7,177,355
                                            ----------                  ---------                 -----------

Condensed Combined Pro Forma Statement of Operations -
Nine Months Ended March 31, 1997


                                            LogiMetrics                  mmTech                 Combined


         Net revenues                      $5,246,353                  3,635,388                $ 8,881,741

         Operating costs and expenses       7,163,921                  3,144,230                 10,308,151
                                           ----------                  ---------                 ----------
         Income (loss) from operations     (1,917,568)                   491,158                 (1,426,410)
                                           ----------                 ---------                  ----------
         Interest expense                     525,350                     26,855                    552,205
         Income taxes                           --                       161,526                    161,526
                                           ----------                    -------                 ----------
         Net income (loss)                 (2,442,918)                   302,777                 (2,140,141)
                                            ----------                   -------                 ----------
         Preferred stock dividends            171,079                         --                    171,079
         Net income (loss) available       -----------                    -------                ----------
         to common shareholders           $(2,613,997)                   302,777               $ (2,311,220)
                                          ============                   =======               ============
         Net (loss) per common share                                                           $(       .77)

</TABLE>

<PAGE>



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


3.    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 March 31, 1997:

Costs and estimated earnings                                  $1,632,963
Less: Estimated loss upon completion                           (544,708)
      Progress billings                                        (353,379)
                                                              ----------
                                                              $ 734,876
                                                              ==========
4.   Equipment and Fixtures

Equipment and fixtures, at cost, are summarized as follows at March 31, 1997:

Machinery and equipment                                       $2,153,302
Furniture and fixtures                                           131,129
Leasehold improvements                                           149,198
                                                              ----------
                                                               2,433,629
Less: accumulated depreciation and amortization               (1,993,228)
                                                              ----------
                                                              $  440,401
                                                              ==========
5.   Long-Term Debt

Long-term debt consists of the following at March 31, 1997:

Notes payable to North Fork Bank                              $2,179,786
Senior subordinated debentures                                 1,500,000
  Less: unamortized discount                                    (286,016)
Subordinated debentures                                          300,000
Capital lease obligations and other debt                         141,403
                                                              ----------
                                                               3,835,173
Less:  current portion                                           705,076
                                                              ----------
                                                              $3,130,097
                                                              ==========

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  consisted of one $20,000
12% Convertible  Subordinated  Debenture (the "Old  Debentures")  and one Common
Stock Purchase Warrant, Series A (the "Old Series A Warrants"). For managing the
financing,  Common  Stock  Purchase  Warrants,  Series  B  (the  "Old  Series  B
Warrants")  to purchase  1,500,000  shares of Common  Stock,  par value $.10 per
share (the "Class A Common Stock"),  were sold to SFM Group,  Ltd.  ("SFM") at a
price of $.02 per warrant.

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


<PAGE>



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



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 May 5, 1997, the Company was in default with respect to the
payment  of  interest  under the  Subordinated  Debentures;  accrued  and unpaid
interest  totaled  $68,631.  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 Sixth Restated and Amended Revolving
Credit Note (the "Revolver") and the Further Restated 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 the Series A and the Series B Warrants
may be exercised at any time until July 15, 2002. As of May 5, 1997, the Company
had not filed a registration  statement  effecting the Series A and the Series B
Warrant holders' registration rights as required by the terms thereof.

Senior Debentures and Series C Warrants

In connection with the Recapitalization,  the Company sold to Cerberus Partners,
L.P. ("Cerberus"),  30 units for an aggregate purchase price of $1,500,000. Each
unit  consisted of one $50,000  Senior  Debenture and one Common Stock  Purchase
Warrant,  Series C (the "Series C  Warrants")  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 Subordinated Debentures, but are subordinate to the Term
Loan and the Revolver.  The principal is payable on the Senior Debentures in one
balloon payment due December 31, 1998.

















<PAGE>



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


As of May 5, 1997, the Company had not paid interest accrued since June 16, 1996
on the Senior Debentures,  and had not filed in a timely manner the registration
statement  effecting  the  Senior  Debentures  and  Series  C  Warrant  holder's
registration rights as required by the terms thereof.

Accrued and unpaid interest on the Senior Debentures  totaled $213,350 as of May
5,  1997.  Interest  is  currently  payable  at the rate of 17% per annum on the
outstanding principal and at the rate of 17% 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 as required by the terms thereof.  Thereafter,  the interest
rate increased each 30-day period by 0.5% per annum,  to a rate of 17% per annum
on May 5, 1997. Until the Company files a registration  statement  effecting the
Senior  Debentures  and  Series C  Warrant  holder's  registration  rights,  the
interest rate will remain at a maximum rate on unpaid  principal and interest of
17% per annum. Upon the filing of the registration  statement and the payment of
the past due interest, the interest rate will revert to 12% per annum.

In  connection  with  the  Merger  and the  amendment  of the  Company's  credit
facilities  with the Bank, the holder of the Senior  Debentures  agreed to amend
certain of the provisions of the Senior Debentures to, among other things,  cure
any defaults under the financial  covenants contained therein by conforming them
to the financial covenants contained in the new Bank facility. In addition,  the
holder of the Senior  Debentures  waived until May 15, 1997 its right to declare
an event of default and to  exercise  its  remedies as a result of,  among other
things,  the  Company's  failure  to pay  amounts  due and  owing on the  Senior
Debentures  (and  certain  related  indebtedness).  The  holder  of  the  Senior
Debentures  also  agreed to waive  until  August  31,  1997 any event of default
resulting  from the  Company's  failure to register  the shares of Common  Stock
issuable to such holder upon the  conversion  of the Senior  Debentures  and the
exercise of the Series C Warrants.  In connection with such waivers, the Company
deposited  with an  escrow  agent a $22,500  12%  senior  subordinated  note due
December 31, 1998,  which is issuable to the holder of the Senior  Debentures in
the  event  that the  Company  has not made all  payments  due and owing to such
holder on or before May 15, 1997,  which date may be extended to May 31, 1997 in
certain  circumstances.  The Company does not anticipate that it will be able to
pay all amounts due under the Senior Debentures by May 15, 1997. There can be no
assurance  that the Company will be able to pay amounts due to the holder of the
Senior  Debentures  in a timely  manner or that such  holder  will  continue  to
forbear from exercising its remedies if the Company fails to pay amounts owed to
such holder when due.



<PAGE>



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

North Fork Bank Credit Facilities

The  Company  has two  credit  facilities  available  to it from the  Bank.  The
facilities,  amended as of April 25,  1997,  provide  the  Company  with (i) the
Revolver,  which allows up to  $2,200,000  in  borrowings  and matures April 30,
1998, and (ii) the Term Loan, in the principal amount of $640,000, which matures
December 31, 1998.  The Revolver and the Term Loan bear  interest at the rate of
2% per annum in excess of the Bank's  prime  rate.  On May 5,  1997,  the Bank's
prime rate was 8.50% 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  contained  certain  financial  covenants,  which  the
Company  failed to meet as of March 31, 1997.  Subsequently,  on April 25, 1997,
the Company  consummated  a  restructuring  of the  Revolver  and the Term Loan,
pursuant  to which  the  financial  convenants  have been  modified  to cure all
previously existing defaults thereunder.

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

Fiscal year ending June 30, 1997                        $   92,376
Fiscal year ending June 30, 1998                         2,259,954
Thereafter                                               1,482,843
                                                        ----------
                                                        $3,835,173
                                                        ==========

6.       Stockholders' Deficiency

Common Stock

In February  1997, one Common Stock  Purchase  Warrant,  Series D (the "Series D
Warrants")  was  exercised.  As a result,  the number of shares of Common  Stock
increased by 94,340 to 3,143,634 shares.

Preferred Stock and Series D Warrants

In connection with the Recapitalization, the Company sold in a private placement
30 units for an aggregate  purchase price of $1,500,000.  Each unit consisted 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 pre-emptive rights except as provided by law.

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.
The Company has not paid any dividends on the Preferred  Stock. The Company also
has not filed a registration  statement effecting the Preferred Stock and Series
D Warrant holders' registration rights as required by the terms thereof.



<PAGE>



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

The accumulated amount of dividends due on the Preferred Stock as of May 5, 1997
was $252,737.  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'  registration rights as required by the terms thereof.
Thereafter,  the dividend rate increased  monthly by 0.5% per annum to a rate of
17%  per  annum  on May 5,  1997.  Until  the  Company  files  the  registration
statement, the dividend rate will remain at 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, whose principals include Alfred  Mendelsohn,  a director of the
Company,  and  Lawrence I.  Schneider,  a former  director of the  Company,  and
Phipps,  Teman & Company,  L.L.C.  ("PTCO"),  whose principals include Norman M.
Phipps, the Company's President,  and Wade Teman, a Senior Vice President of the
Company,  for services to be rendered in connection  with the  Recapitalization.
Pursuant to the consulting agreement, upon consummation of the Recapitalization,
SFM and PTCO were paid cash fees of $212,500 and received warrants to purchase a
total  of  1,000,000  shares  of  Common  Stock at $.50 per  share,  subject  to
adjustment  in  certain  circumstances,  any time  prior to March 7,  2003  (the
"Series  E  Warrants").  As of  May  5,  1997,  the  Company  had  not  filed  a
registration  statement  effecting  the Series E Warrant  holders'  registration
rights as required by the terms thereof.

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

On May 1, 1996, the Company issued Common Stock Purchase Warrants, Series F (the
"Series F Warrants") to certain directors, officers and other related parties as
compensation 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) to
Mr.  Lawrence I.  Schneider,  a former  director,  Series F Warrants to purchase
331,190  shares of Common  Stock;  (ii) to PTCO,  Series F Warrants  to purchase
235,850  shares of Common  Stock;  and (iii) to Alfred  Mendelsohn,  a director,
Series F Warrants to purchase 100,000 shares of Common Stock. As of May 5, 1997,
the  Company  had not filed a  registration  statement  effecting  the  Series F
Warrant holders' registration rights as required by the terms thereof.

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

Under the terms of each 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  and the  Series F
Warrants,  the Company was obligated to file a registration  statement effecting
the respective  holders'  registration rights within a specified time. As of May
5, 1997,  the Company  has not filed such a  registration  statement  within the
required time.



<PAGE>



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



7.   Loss Per Share

Loss per common  share was  computed  by dividing  the net loss by the  weighted
average number of shares of Common Stock and equivalents outstanding during each
of the periods presented. For the nine-month and three-month periods ended March
31,  1997,  the fully  diluted  earnings  per share does not give  effect to the
contingently issuable shares because they would have an antidilutive effect.













<PAGE>



                                LOGIMETRICS, INC.

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



(a)      General - Plan of Operation

On March 7, 1996,  the  Recapitalization  was completed and new  management  was
brought in to lead a  restructuring  of the  Company's  operations.  The primary
objective of the  restructuring  is to redirect the  Company's  focus toward the
higher value-added, broadband wireless communications market.

In furtherance of this change in focus,  in December 1996 the Company  announced
that it had entered  into an agreement  to acquire  mmTech,  for an aggregate of
19,247,800 shares of Common Stock.

Subsequently,  on April 25, 1997, the Merger was  consummated.  The Company also
consummated a restructuring  of its senior bank facilities with North Fork Bank,
pursuant to which the  financial  covenants  applicable to the Company have been
modified to cure all previously existing defaults thereunder. In connection with
the restructuring, the holder of the Company's Senior Debentures has also agreed
to waive certain  outstanding events of default to provide the Company with time
to obtain additional financing.

As a  result  of this  change  in  focus,  as well as  operating  inefficiencies
resulting  from  a  shortage  of  working  capital,  the  Company  has  incurred
significant net losses since the Recapitalization.  As a result of these losses,
as of March  31,  1997,  the  Company  had not paid all  amounts  due  under the
Subordinated  Debentures,  the Senior  Debentures  and the Preferred  Stock.  In
addition, to date the Company has not paid any dividends on its Preferred Stock,
which  have  accumulated  in the amount of  $252,737  through  May 5, 1997.  The
Company was also  overdue in payments to vendors in the amount of  approximately
$2.5 million as of May 5, 1997.

The Company is currently negotiating with several entities for financing to make
required payments to existing  creditors,  complete projects in process and fund
the planned growth in operations. If, however, the Company is unable to promptly
obtain  financing or other cash  infusions,  the Company may be required to 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.











<PAGE>



                                LOGIMETRICS, INC.




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

Three Months Ended March 31, 1997 Compared to Three Months Ended March 31, 1996

Net revenues for the three months ended March 31, 1997 increased $1,140,914,  or
120.4%, to $2,088,689 from $947,775 for the comparable period of 1996, primarily
due to increased sales of traveling wave tube  amplifiers  ("TWTAs") and related
equipment  resulting from the refocusing of the Company's  business as described
above.

Cost of revenues for the three months ended March 31, 1997  decreased  $570,998,
or 23.4%,  to $1,872,618  from  $2,443,616  for the  comparable  period of 1996,
primarily as a result of improved operating efficiencies. As a percentage of net
revenues,  cost of  revenues  was 89.7% for the quarter  ended  March 31,  1997,
compared to 257.8% for the quarter ended March 31, 1996. The high levels of cost
of revenues in both periods reflect operational  inefficiencies resulting from a
shortage of working  capital,  as well as costs related to the  restructuring of
the Company's business as described above.

SG&A expenses for the three months ended March 31, 1997 decreased  $308,929,  or
38.9%, to $485,548 from $794,477 for the comparable period of 1996, primarily as
a result of lower staffing expenses,  offset in part by higher professional fees
and  amortization  of debt issuance  costs.  As a percentage  of revenues,  SG&A
expenses  decreased to 23.2% for the quarter ended March 31, 1997 from 83.8% for
the  comparable  period of 1996,  primarily  as a result of the higher  level of
revenues during the 1997 period and the reduction in expenses described above.

The Company has implemented certain staffing reductions and other measures in an
effort to reduce its cost base in order to improve profitability.  No assurances
can be given,  however,  that such initiatives will ultimately  succeed or as to
the impact, magnitude or duration of any expense savings that may be achieved.

For the reasons  discussed  above,  operating  losses for the three months ended
March 31, 1997 decreased  $2,020,841,  or 88.2%, to $269,477 from $2,290,318 for
the comparable period in 1996.









<PAGE>



                                LOGIMETRICS, INC.



Interest expense for the three months ended March 31, 1997 increased $91,326, or
104.2%, to $178,976 from $87,650 for the comparable period of 1996, primarily as
a result of a higher  level of  average  outstanding  indebtedness  incurred  in
connection  with the  Recapitalization.  As  indicated  above,  the  Company  is
currently  accruing  interest  on the  Senior  Debentures  and the  Subordinated
Debentures  at  penalty  rates as a  result  of the  failure  to meet all of its
obligations thereunder.

Although  the Company  incurred a pre-tax  loss of  $448,453  during the quarter
ended  March 31,  1997,  the  Company  did not  recognize  an income tax benefit
because under generally accepted accounting  principles,  the Company may not do
so until future  profitability  is more certain.  During the quarter ended March
31, 1997, the Company accrued  dividends on its  outstanding  Preferred Stock of
$60,657.  The Preferred  Stock was issued in March 1996 in  connection  with the
Recapitalization.

For the reasons  discussed above, net loss available to common  shareholders for
the quarter ended March 31, 1997  decreased  $1,868,858,  or 78.6%,  to $509,110
from $2,377,968 for the comparable period in 1996.

Nine Months Ended March 31, 1997 Compared to Nine Months Ended March 31, 1996

Net revenues for the nine months ended March 31, 1997 increased  $1,719,720,  or
48.8%,  to  $5,246,353  from  $3,526,633  for the  comparable  period  of  1996,
primarily due to increased sales of TWTAs and related  equipment  resulting from
the refocusing of the Company's business as described above.

Cost of revenues for the nine months ended March 31, 1997 decreased $68,147,  or
1.2%, to $5,546,086 from $5,614,233 for the comparable period of 1996, primarily
as a result of improved operating efficiencies. As a percentage of net revenues,
cost of revenues was 105.7% for the nine months  ended March 31, 1997,  compared
to 159.2% for the nine months ended March 31, 1996. As described above, the high
level of cost of revenues reflects operational  inefficiencies  resulting from a
shortage of working capital,  as well as the costs related to the  restructuring
of the Company's business.

SG&A  expenses for the nine months ended March 31, 1997  increased  $52,987,  or
3.4%, to $1,617,835 from $1,564,848 for the comparable period of 1996, primarily
as a result of higher professional fees, higher insurance costs and amortization
of debt  issuance  costs,  offset  in  part by  lower  staffing  expenses.  As a
percentage  of revenues,  SG&A  expenses  decreased to 30.8% for the nine months
ended March 31, 1997 from 44.4% for the  comparable  period of 1996. 











<PAGE>



                                LOGIMETRICS, INC.



For the reasons  discussed  above,  operating  losses for the nine months  ended
March 31, 1997 decreased $1,734,880, or 47.5%, to $1,917,568 from $3,652,448 for
the comparable period in 1996.

Interest expense for the nine months ended March 31, 1997 increased $274,672, or
109.6%, to $525,350 from $250,678 for the comparable  period of 1996,  primarily
as a result of a higher level of  indebtedness  incurred in connection  with the
Recapitalization. As indicated above, the Company is currently accruing interest
on the Senior  Debentures and the Subordinated  Debentures at penalty rates as a
result of the failure to meet its obligations thereunder.

Although  the  Company  incurred a pre-tax  loss of  $2,442,918  during the nine
months ended March 31, 1997, the Company did not recognize an income tax benefit
because under generally accepted accounting principles the Company may not do so
until future  profitability is more certain.  During the nine months ended March
31, 1996,  the Company  recognized  an income tax benefit of $299,000 due to the
reversal of the Company's deferred tax liability.  In addition,  during the nine
months ended March 31, 1997, the Company  accrued  dividends on its  outstanding
Preferred  Stock of $171,079.  The  Preferred  Stock was issued in March 1996 in
connection with the Recapitalization.

For the reasons  discussed above, net loss available to common  shareholders for
the nine months ended March 31, 1997 decreased $990,129, or 27.5%, to $2,613,997
from $3,604,126 for the comparable period in 1996.

Financial Condition, Liquidity and Capital Resources

The Company  sustained net losses of $5,196,067 for the year ended June 30, 1996
and  $2,613,997  for the nine months ended March 31, 1997 and had an accumulated
deficit of $7,208,670 at March 31, 1997. Notwithstanding the losses for the year
ended June 30, 1996 and for the nine months  ended March 31,  1997,  the Company
generated a positive  cash flow of $59,904  during the twenty  one-month  period
from  July 1,  1995 to  March  31,  1997.  Substantial  reductions  in  accounts
receivable and costs and estimated earnings in excess of billings on uncompleted
contracts,  as well as a  substantial  increase in accounts  payable and accrued
expenses   during  that  period  provided  a  portion  of  the  working  capital
requirements of the Company.

In addition,  the Company used the net proceeds from the private offering of the
Subordinated Debentures, Senior Debentures, Preferred Stock and warrants on July
14, 1995 and March 7, 1996 to finance working capital requirements. There can be
no  assurance  that the  Company  will be able to  continue  funding its working
capital  needs  from  the  private  or  public  sale of its debt  and/or  equity
securities.  As a result  of the  Company's  history  of  losses,  the per share
trading price of the Common Stock has declined significantly,  thereby making it
more difficult to sell sufficient shares to fund the Company's  operations.  Any
future sales of the Company's  securities  may be on terms which are dilutive to
existing shareholders.













<PAGE>



                                LOGIMETRICS, INC.



In October 1996, the Company  entered into an agreement  (the "CT&T  Agreement")
with CellularVision  Technology & Telecommunications,  L.P. ("CT&T") pursuant to
which  CT&T  agreed to  advance  funds to the  Company  in  connection  with its
purchase of equipment  from the  Company.  Pursuant to the CT&T  Agreement,  the
Company  received an advance payment of approximately  $620,000.  The advance is
being amortized against deliveries of equipment to CT&T. The unamortized portion
of the advance  equaled $52,120 as of March 31, 1997. The Company has utilized a
portion of the advance to fund its  ongoing  operations.  The Company  estimates
that the CT&T Agreement will be fully performed in fiscal 1997.  There can be no
assurance that the Company will receive any future orders from CT&T or that CT&T
will be willing to make similar  advance  payments to the Company in  connection
with any future orders.

In recent periods,  the Company's material  purchasing  leverage with respect to
price,  terms and service has been  negatively  impacted by its working  capital
constraints.  The Company is currently  negotiating  with  several  entities for
financing to make required payments to existing creditors,  complete projects in
process and fund the planned growth in operations.  If, however,  the Company is
unable to promptly obtain financing or other cash infusions,  the Company may be
required to 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.

During the  nine-month  period  ended  March 31,  1997,  the Company had capital
expenditures  of $19,572 and for the years ended June 30, 1996 and 1995  capital
expenditures were $52,228 and $5,362, respectively. The Company anticipates that
total capital expenditures will be approximately $30,000 for the year ended June
30, 1997.

The Company has tax loss carry-forwards  totaling approximately  $3,500,000 from
the years ended June 30, 1995 and June 30, 1996 to offset future income.

As more fully discussed under Item 2(a) above, the Company requires financing or
other cash  infusions  in order to  continue  operating.  See also Note 5 to the
Company's Notes to Consolidated Financial Statements.





















<PAGE>



                                LOGIMETRICS, INC.



Disclosure Regarding Forward Looking Statements

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for forward  looking  statements.  Certain  information  contained  in this Form
10-QSB  includes  information  that is forward  looking,  such as the  Company's
expectations for future  performance,  its growth and business  strategies,  its
anticipated  liquidity and capital needs and its future  prospects.  The matters
referred to in such forward  looking  statements  could be affected by the risks
and  uncertainties   related  to  the  Company's   business.   These  risks  and
uncertainties include, but are not limited to, the effect of economic and market
conditions,  the Company's cash  constraints and lack of profitable  operations,
the Company's ability to continue operations as a going concern, the actions, if
any, taken by the Company's  creditors as a result of the Company's defaults and
its present financial condition,  the impact of changing governmental regulation
of the  telecommunications  industry,  technological  changes  occurring  in the
Company's business, the impact of competition, the need for financing to support
the Company's  operations,  as well as certain other risks  described  elsewhere
herein.  Subsequent written and oral forward looking statements  attributable to
the Company or persons  acting on its behalf are  expressly  qualified  in their
entirety by the  cautionary  statements  contained  herein and elsewhere in this
Form 10-QSB and in the Company's Annual Report on Form 10-KSB.




                           PART II - OTHER INFORMATION



Item 3.  Defaults Under Senior Securities

For a  description  of  certain  defaults  under the  Company's  debt and equity
securities, see "Management's Discussion and Analysis or Plan of Operation."

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits:

Number   Description

27       Financial Data Schedule.

(b)      Reports on Form 8-K:

Not applicable.
















<PAGE>




                                   SIGNATURES

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


                                      LOGIMETRICS, INC.

Dated: May 14, 1997                   By:/s/ Norman M. Phipps
                                      _______________________________
                                      Norman M. Phipps
                                      President and Chief Operating Officer

Dated: May 14, 1997                   By:/s/ Russell J. Reardon
                                      ______________________________
                                      Russell J. Reardon
                                      Chief Financial Officer
                                      (Principal Accounting Officer)