##### 



Exhibit 23.1

REPORT ON FINANCIAL STATEMENT SCHEDULE AND CONSENT OF
INDEPENDENT AUDITORS

The Board of Directors
Giga-tronics Incorporated

The audits referred to in our report dated May 2, 2003 included the
related financial statement schedule for the years ended March 29, 2003, March
30, 2002, and March 31, 2001, included herein. This financial statement
schedule is the responsibility of the Companys management. Our responsibility
is to express an opinion on this financial statement schedule based on our
audits. In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.

We consent to incorporation by reference in the registration statements
(Nos. 333-45476, 333-34719, 333-39403, and 333-69688) on Form S-8 of
Giga-tronics Incorporated of our reports included herein.

| |                      
| | ---------------------
| | /s/ KPMG LLP
KPMG LLP

Mountain View, California
May 28, 2003

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Schedule II

|                                     |  |              |         |            |  |              |         |           |  |         |        |  |  |  |         | 
|------------------------------------ |  | ------------ | ------- | ---------- |  | ------------ | ------- | --------- |  | ------- | ------ |  |  |  | ------- | 
|Column A                             |  | Column B     |         | Column C   |  | Column D     |         | Column E 
|                                     |  |              |         |            |  |              |         |          
|                                     |  | Balance at   |         | Charged to |  |              |         |           |  | Balance
|                                     |  | Beginning of |         | Cost and   |  | Deductions   |         | at End   
|Description                          |  | Period       |         | Expenses   |  | (Recoveries) |         | of Period
|                                     |  |              |         |            |  |              |         |          
|                                     |  |              | $       |            |  |              | $       |           |  |         | $      |  |  |  | $       | 
|Year ended March 29, 2003            |  |              |         |            |  |              |         |           |  |         |        |  |  |  |         | 
|Allowances deducted from
assets:     |  |              |         |            |  |              |         |           |  |         |        |  |  |  |         | 
|Accounts receivable:                 |  |              |         |            |  |              |         |           |  |         |        |  |  |  |         | 
|For allowance for doubtful
accounts1 |  |              | 358,135 |            |  |              | 31,773  |           |  |         | 36,685 |  |  |  | 353,223 | 
|Total                                |  |              | 358,135 |            |  |              | 31,773  |           |  |         | 36,685 |  |  |  | 353,223 | 
|                                     |  |              |         |            |  |              |         |           |  |         |        |  |  |  |         | 
|Year ended March 30, 2002            |  |              |         |            |  |              |         |           |  |         |        |  |  |  |         | 
|Allowances deducted from
assets:     |  |              |         |            |  |              |         |           |  |         |        |  |  |  |         | 
|Accounts receivable:                 |  |              |         |            |  |              |         |           |  |         |        |  |  |  |         | 
|For allowance for doubtful
accounts1 |  |              | 261,776 |            |  |              | 110,430 |           |  |         | 14,071 |  |  |  | 358,135 | 
|Total                                |  |              | 261,776 |            |  |              | 110,430 |           |  |         | 14,071 |  |  |  | 358,135 | 
|                                     |  |              |         |            |  |              |         |           |  |         |        |  |  |  |         | 
|Year ended March 31, 2001            |  |              |         |            |  |              |         |           |  |         |        |  |  |  |         | 
|Accounts receivable:                 |  |              |         |            |  |              |         |           |  |         |        |  |  |  |         | 
|For allowance for doubtful
accounts1 |  |              | 253,890 |            |  |              | 13,589  |           |  |         | 5,703  |  |  |  | 261,776 | 
|Total                                |  |              | 253,890 |            |  |              | 13,589  |           |  |         | 5,703  |  |  |  | 261,776 | 
|                                     |  |              |         |            |  |              |         |           |  |         |        |  |  |  |         | 

1 Allowance for accounts receivable collection exposure.

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