`UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

   (X)          Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

                                       or

   ( )          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 1-9125
                          -----------------------------

                        AMERICAN TECHNICAL CERAMICS CORP.
                        ---------------------------------
               (Exact Name of Company as Specified in Its Charter)

                DELAWARE                               11-2113382
    -------------------------------                    ----------
    (State or Other Jurisdiction of       (I.R.S. Employer Identification No.)
     Incorporation or Organization)

 1 NORDEN LANE, HUNTINGTON STATION, NY                   11746
----------------------------------------                 -----
(Address of Principal Executive Offices)               (Zip Code)

                                 (631) 622-4700
                                 --------------
                     (Telephone Number, Including Area Code)

Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                Yes (X) No ( )

Indicate by check mark whether the Company is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check
one):

Large Accelerated Filer ( )   Accelerated Filer ( )    Non-Accelerated Filer (X)

Indicate by check mark whether the Company is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes ( ) No (X)

As of May 8, 2006, the Company had outstanding 8,645,223 shares of Common Stock,
par value $0.01 per share.




                         PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      (In thousands, except per share data)



                                                                                     MARCH 31, 2006     JUNE 30, 2005
                                                                                    ----------------   ---------------
ASSETS                                                                                (unaudited)

Current assets
   Cash (including cash equivalents of $13 and
      $4, respectively)                                                              $        9,319     $       4,927
   Investments                                                                                2,062             2,023
   Accounts receivable (net of allowance for doubtful accounts and sales returns
      of $390 and $300, respectively)                                                        11,069            10,008
   Inventories                                                                               28,189            27,540
   Deferred income taxes, net                                                                 3,434             2,668
   Prepaid and other current assets                                                             890             1,007
                                                                                    ----------------   ---------------
                               TOTAL CURRENT ASSETS                                          54,963            48,173
                                                                                    ----------------   ---------------

Property, plant and equipment (net of accumulated depreciation
      and amortization of $51,365 and $47,143, respectively)                                 32,039            29,502
Other assets                                                                                    385               197
                                                                                    ----------------   ---------------
                               TOTAL ASSETS                                          $       87,387     $      77,872
                                                                                    ================   ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Current portion of long-term debt (including related party debt of
      $472 and $437, respectively)                                                   $        1,898     $       1,103
   Accounts payable                                                                           2,492             2,449
   Accrued expenses                                                                           5,692             5,589
   Income tax payable                                                                         1,446               ---
                                                                                    ----------------   ---------------
                               TOTAL CURRENT LIABILITIES                                     11,528             9,141

Long-term debt, net of current portion (including related party debt of
      $2,100 and $2,459, respectively)                                                        7,546             5,276
Deferred income taxes, net                                                                    3,584             3,308
                                                                                    ----------------   ---------------
                               TOTAL LIABILITIES                                             22,658            17,725
                                                                                    ----------------   ---------------

Commitments and contingencies

Stockholders' equity
   Common Stock -- $0.01 par value; authorized 20,000 shares; issued 9,047
      and 8,917 shares, outstanding 8,633 and 8,503 shares, respectively                         90                89
   Capital in excess of par value                                                            14,430            13,195
   Retained earnings                                                                         51,441            48,114
   Accumulated other comprehensive income:
      Cumulative foreign currency translation adjustment                                        164               145
                                                                                    ----------------   ---------------
                                                                                                164               145
                                                                                    ----------------   ---------------
    Less: Treasury stock, at cost (414 and 414 shares, respectively)                          1,396             1,396
                                                                                    ----------------   ---------------
                               TOTAL STOCKHOLDERS' EQUITY                                    64,729            60,147
                                                                                    ----------------   ---------------

                                                                                     $       87,387     $      77,872
                                                                                    ================   ===============


See accompanying notes to unaudited consolidated financial statements.


                                        2



               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)



                                                 For the Three Months Ended        For the Nine Months Ended
                                                         March 31,                         March 31,
                                                   2006             2005             2006             2005
                                               -------------    -------------    -------------    -------------

Net sales                                       $    22,690      $    18,991      $    59,870      $    52,148
Cost of sales                                        14,120           12,324           39,460           34,519
                                               -------------    -------------    -------------    -------------
   Gross profit                                       8,570            6,667           20,410           17,629
                                               -------------    -------------    -------------    -------------

Selling, general and administrative expenses          4,586            4,044           13,252           11,840
Research and development expenses                       427              536            1,488            1,575
Other                                                    20                4               26               25
                                               -------------    -------------    -------------    -------------
   Operating expenses                                 5,033            4,584           14,766           13,440
                                               -------------    -------------    -------------    -------------

                                               -------------    -------------    -------------    -------------
   Income from operations                             3,537            2,083            5,644            4,189
                                               -------------    -------------    -------------    -------------
Other (income) expense:
   Interest expense                                     174              118              461              309
   Interest income                                      (19)             (13)             (63)             (43)
   Other                                                 --               (1)              --                7
                                               -------------    -------------    -------------    -------------
                                                        155              104              398              273
                                               -------------    -------------    -------------    -------------

Income before provision
   for income taxes                                   3,382            1,979            5,244            3,916
Provision for income taxes                            1,293              599            1,917            1,170
                                               -------------    -------------    -------------    -------------
Net income                                      $     2,089      $     1,380      $     3,327      $     2,746
                                               =============    =============    =============    =============

Basic net income per common share               $      0.24      $      0.16      $      0.39      $      0.33
                                               =============    =============    =============    =============

Diluted net income per common share             $      0.23      $      0.16      $      0.38      $      0.32
                                               =============    =============    =============    =============

Basic weighted average common
   shares outstanding                                 8,583            8,470            8,545            8,374
                                               =============    =============    =============    =============

Diluted weighted average common
   shares outstanding                                 8,918            8,775            8,861            8,717
                                               =============    =============    =============    =============


See accompanying notes to unaudited consolidated financial statements.


                                        3



               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)



                                                                    For the Nine Months Ended March 31,
                                                                          2006              2005
                                                                    ---------------   -----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                          $    3,327        $     2,746
   Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                                         4,527              4,141
      Loss (gain) on disposal of fixed assets                                  52                (18)
      Deferred income taxes                                                  (490)              (643)
      Stock-based compensation expense                                        292                 56
      Provision for doubtful accounts and sales returns                        90
      Investment interest accretion, net                                      (28)               (10)
      Realized loss on investments                                                                 8
      Changes in operating assets and liabilities:
      Accounts receivable                                                  (1,144)               477
      Inventories                                                            (644)            (3,889)
      Other assets                                                            (95)              (149)
      Accounts payable and accrued expenses                                   144               (420)
      Income taxes payable                                                  1,446                723
                                                                    ---------------   -----------------
   Net cash provided by operating activities                                7,477              3,022
                                                                    ---------------   -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures                                                 (7,109)            (7,195)
      Purchase of investments                                              (1,045)            (2,490)
      Proceeds from sale of investments                                     1,034              3,010
      Proceeds from sale of fixed assets                                       22                 50
                                                                    ---------------   -----------------
   Net cash used in investing activities                                   (7,098)            (6,625)
                                                                    ---------------   -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:

      Repayment of debt                                                      (884)              (441)
      Proceeds from the exercise of stock options                             653                756
      Tax benefit from exercise of stock options                              290                183
      Proceeds from the issuance of long term debt                          3,956              4,751
                                                                    ---------------   -----------------
   Net cash provided by financing activities                                4,015              5,249
                                                                    ---------------   -----------------

                                                                    ---------------   -----------------
      Effect of exchange rate changes on cash                                  (2)              (153)
                                                                    ---------------   -----------------

      Net increase in cash and cash equivalents                             4,392              1,493

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                4,927              4,534

                                                                    ---------------   -----------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                               $    9,319        $     6,027
                                                                    ===============   =================

Supplemental cash flow information:
      Interest paid                                                    $      469        $       309
      Taxes paid                                                       $      670        $       953


See accompanying notes to unaudited consolidated financial statements.


                                        4



               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)

(1)   BASIS OF PRESENTATION:

      The accompanying unaudited interim consolidated financial statements of
American Technical Ceramics Corp. and subsidiaries (the "Company") reflect all
adjustments (consisting of normal recurring accruals) which are, in the opinion
of management, necessary for a fair presentation of its consolidated financial
position as of March 31, 2006, and the results of its operations for the three
and nine month periods ended March 31, 2006 and 2005. These consolidated
financial statements should be read in conjunction with the summary of
significant accounting policies and notes to the consolidated financial
statements included in the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 2005. Results for the three and nine month periods ended
March 31, 2006 are not necessarily indicative of results which could be expected
for the entire year.

      Certain reclassifications have been made to prior year amounts to conform
to the current year presentation.

(2)   STOCK-BASED COMPENSATION:

      On April 1, 1997, the Board of Directors approved the American Technical
Ceramics Corp. 1997 Stock Option Plan (the "1997 Option Plan") pursuant to which
the Company may grant options to purchase up to 800 shares of the Company's
common stock. On April 11, 2000, the Board of Directors approved the American
Technical Ceramics Corp. 2000 Incentive Stock Plan (the "2000 Plan", and
collectively with the 1997 Option Plan, the "Plans") pursuant to which the
Company may grant options or stock awards covering up to 1,200 shares of the
Company's common stock. Options granted under the Plans may be either incentive
or non-qualified stock options. The term of each incentive stock option shall
not exceed ten years from the date of grant (five years for grants to employees
who own 10% or more of the voting power of the Company's common stock), and
options may vest in accordance with a vesting schedule established by the plan
administrator (traditionally 25% per year during the first four years of their
term). Unless terminated earlier by the Board, the 1997 Option Plan will
terminate on March 31, 2007. Unless terminated earlier by the Board, the 2000
Plan will terminate on April 10, 2010. Shares issued upon the exercise of
options are generally issued from the Company's authorized and unissued shares.

      Disposition of shares acquired pursuant to the exercise of incentive stock
options under both Plans may not be made by the optionees within two years
following the date that the option is granted, nor within one year after the
exercise of the option, without the written consent of the Company.

      Prior to fiscal year 2004, the Company did not recognize compensation cost
for these options upon grant as the exercise price was equal to or greater than
the fair market value of the underlying stock at the date of grant. In July
2003, the Company adopted Statement of Financial Accounting Standard No. 123,
"Accounting for Stock-Based Compensation" ("SFAS No. 123"), using the
prospective method as prescribed in Statement of Financial Accounting Standard
No. 148 "Accounting for Stock-Based Compensation -Transition and Disclosure - an
amendment of FASB Statement No. 123" ("SFAS No. 148"). The Company applied SFAS
No. 123 in accounting for employee stock-based compensation awarded or granted
after June 30, 2003, and applied Accounting Principals Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("Opinion No. 25"), in accounting for
employee stock-based compensation awarded or granted prior to July 1, 2003, and
made pro-forma disclosures of net income and net income per share as if the fair
value method under SFAS No. 123, as amended by SFAS No. 148, had been applied.


                                        5



               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)

      On July 1, 2005, the Company adopted Statement of Financial Accounting
Standards No. 123 (revised 2004), "Share-Based Payment" ("SFAS No. 123 (R)").
This Statement is a revision of SFAS No. 123. SFAS No. 123 (R) supersedes
Opinion No. 25 and its related implementation guidance. SFAS No. 123 (R)
establishes standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods or services. It also addresses
transactions in which an entity incurs liabilities in exchange for goods or
services that are based on the fair value of the entity's equity instruments, or
that may be settled by the issuance of those equity instruments. The adoption of
this standard did not have a material impact on the Company's consolidated
results of operations or financial position.

      There were no stock options granted during the three months ended March
31, 2006 and 2005. The weighted average grant-date fair value of stock options
granted during the nine months ended March 31, 2006 and 2005 was $8.33 and $5.18
per share, respectively, as determined by the Black-Scholes option pricing model
(assuming a risk-free interest rate of 3.98% and 3.80%, respectively, expected
life of six years and five years, respectively, expected volatility of 73.7% and
67.0%, respectively, and no dividends). The total intrinsic value of options
exercised during the periods ended March 31, 2006 and 2005 was $921 and $1,487,
respectively.

      Expected volatility is calculated using historical volatility. The
expected term (life) of options granted represents the period of time that
options granted are expected to be outstanding. In determining expected life,
the Company uses historical data to estimate option exercise and employee
departure behavior. Groups of employees that have similar historical behavior
are considered separately for valuation purposes. The risk free interest rate is
based on the US Treasury Yield curve in effect at the time of grant for the
expected life of the option.

      Stock option activity for the nine months ended March 31, 2006 is as
follows:



                                                                   Weighted
                                                       Weighted     Average
                                            Shares     Average     Remaining
                                          Subject to   Exercise   Contractual      Aggregate
                                           Options      Price        Term       Intrinsic Value
                                          ----------   --------   -----------   ---------------

      Outstanding, beginning of period       991       $   7.91
      Granted                                 40          13.22
      Canceled                                (1)          9.09
      Expired                                (19)          9.59
      Exercised                             (130)          5.04
                                          ----------
      Outstanding, end of period             881       $   8.54       4.6          $  5,254
                                          ----------              -----------
      Exercisable, end of period             768       $   8.38       4.0          $  4,700
                                          ==========              ===========



                                        6



               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)

      A summary of the status of the Company's nonvested options at March 31,
2006, and changes during the nine months then ended is presented below:

                                                                 Weighted
                                                     Shares      Average
                                                   Subject to   Grant Date
                                                    Options     Fair Value
                                                   ----------   ----------
                  Nonvested, beginning of period      121         $  4.77
                  Granted                              40            8.33
                  Vested                              (47)           4.61
                  Forfeited                            (1)           5.11
                                                   ----------
                  Nonvested, end of period            113         $  6.09
                                                   ==========

      As of March 31, 2006, there was $517 of total unrecognized compensation
costs related to nonvested options granted under the Plans. That cost is
expected to be recognized over a weighted average period of 3.1 years. The total
fair value of shares vested during the three and nine month periods ended March
31, 2006 was $84 and $215, respectively. Compensation cost capitalized in
inventory and fixed assets for the three and nine months ended March 31, 2006
was $6 and $46, respectively. Compensation cost recognized in income for amounts
previously capitalized in inventory and fixed assets for the three and nine
months ended March 31, 2006 was $3 and $34, respectively.

      Cash received from the exercise of options for the three months ended
March 31, 2006 and 2005 was $487 and $28, respectively. The related tax benefit
recognized for the three months ended March 31, 2006 and 2005 was $190 and $18,
respectively. The total compensation cost related to options was $61 and $9 for
the three months ended March 31, 2006 and 2005, respectively.

      Cash received from the exercise of options for the nine months ended March
31, 2006 and 2005 was $653 and $756, respectively. The related tax benefit
recognized for the nine months ended March 31, 2006 and 2005 was $290 and $183,
respectively. The total compensation cost related to options for the nine months
ended March 31, 2006 and 2005 was $232 and $26, respectively.

      Had compensation expense with respect to options and awards been
determined based on the fair value method on the date of grant consistent with
the methodology prescribed under SFAS No. 123 prior to July 1, 2003, the
Company's net income and earnings per share would have approximated the pro
forma amounts indicated below:


                                        7



               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)



                                                                      Three Months   Nine Months
                                                                         Ended          Ended
                                                                       March 31,      March 31,
                                                                          2005          2005
                                                                      ------------   -----------

      Net income, as reported                                           $ 1,380        $ 2,746
      Add: Stock-based employee compensation expense
        included in reported net income, net of related tax effects          13             39
      Deduct: Total stock-based employee compensation expense
        determined under fair value based method for all
        awards, net of related tax effects                                  (30)          (312)
                                                                      ------------   -----------
      Pro forma income                                                  $ 1,363        $ 2,473
      Earnings per common share:
          Basic - as reported                                           $  0.16        $  0.33
          Basic - pro forma                                             $  0.16        $  0.30
          Diluted - as reported                                         $  0.16        $  0.32
          Diluted - pro forma                                           $  0.16        $  0.28


      The weighted average fair value of each stock option included in the
preceding pro forma amounts was estimated using the Black-Scholes option pricing
model and is amortized ratably over the vesting period of the options which is
typically four years.

      At March 31, 2006, an aggregate of 206 shares were available for option
grants or awards under the Plans.

    Other Stock-Based Compensation

      During the nine months ended March 31, 2006 and 2005, the Company granted
stock awards for an aggregate of 7 and 6 shares, respectively. These awards
resulted in compensation expense of $95 and $53, respectively (including $35 and
$23, respectively, of payments made to offset tax liabilities associated with
these awards), measured by the market value of the shares on their respective
grant dates.

(3)   SUPPLEMENTAL CASH FLOW INFORMATION:

      During the nine months ended March 31, 2006, the Company (i) granted stock
awards with an aggregate value of $ 85 with respect to which expense shall be
recognized ratably throughout fiscal year 2006, (ii) granted stock options with
respect to which compensation expense of $333 will be recognized evenly over the
service period, and (iii) recognized a $290 reduction of income taxes payable
related to disqualifying dispositions upon the exercise of incentive stock
options.


                                        8



               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)

      During the nine months ended March 31, 2005, the Company (i) granted stock
awards with an aggregate value of $40 with respect to which expense was
recognized ratably throughout fiscal year 2005, (ii) granted stock options with
respect to which compensation expense of $116 will be recognized evenly over the
service period, and (iii) recognized a $183 reduction of income taxes payable
related to disqualifying dispositions upon the exercise of incentive stock
options.

(4)   INVENTORIES:

      Inventories included in the accompanying consolidated financial statements
consist of the following:

                                     March 31,     June 30,
                                       2006          2005
                                    -----------   ----------
                  Raw materials      $  12,422     $ 14,122
                  Work-in-process        9,127        7,382
                  Finished goods         6,640        6,036
                                    -----------   ----------
                                     $  28,189     $ 27,540
                                    ===========   ==========

(5)   EARNINGS PER SHARE:

      The following represents a reconciliation of the numerators and
denominators of the basic and diluted earnings per share ("EPS") computation:



                                                        For the Three Months Ended March 31
                                 ---------------------------------------------------------------------------------
                                                  2006                                      2005
                                                  ----                                      ----
                                 Net Income       Shares       Per Share   Net Income       Shares       Per Share
                                 (Numerator)   (Denominator)    Amount     (Numerator)   (Denominator)    Amount
                                 -----------   -------------   ---------   -----------   -------------   ---------

Basic EPS                          $  2,089         8,583        $ 0.24      $ 1,380         8,470         $ 0.16
                                                               =========                                 =========
Effect of dilutive securities:
   Stock options                        ---           328                        ---           299
   Deferred compensation
      stock awards                      ---             7                        ---             6
                                 -----------   -------------   ---------   -----------   -------------   ---------
Diluted EPS                        $  2,089         8,918        $ 0.23      $ 1,380         8,775         $ 0.16
                                 ===========   =============   =========   ===========   =============   =========


      Options covering 168 and 353 shares have been omitted from the calculation
of dilutive EPS for the three months ended March 31, 2006 and 2005,
respectively, because their inclusion would have been antidilutive.


                                        9



               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)



                                                              For the Nine Months Ended March 31,
                                    ------------------------------------------------------------------------------------------

                                                        2006                                           2005
                                                        ----                                           ----
                                     Net Income        Shares         Per Share      Net Income        Shares        Per Share
                                    (Numerator)     (Denominator)       Amount       (Numerator)    (Denominator)      Amount
                                    -----------    --------------    ------------    -----------    -------------    ---------

 Basic EPS                             $ 3,327           8,545          $  0.39      $    2,746         8,374         $  0.33
                                                                     ============                                    =========
 Effect of dilutive securities:
    Stock options                          ---             309                              ---           337
    Deferred compensation
       stock awards                        ---               7                              ---             6

                                    -----------    --------------    ------------    -----------    -------------    ---------
 Diluted EPS                           $ 3,327           8,861          $  0.38      $    2,746         8,717         $  0.32
                                    ===========    ==============    ============    ===========    =============    =========


      Options covering 393 and 415 shares have been omitted from the calculation
of dilutive EPS for the nine months ended March 31, 2006 and 2005, respectively,
because their inclusion would have been antidilutive.

(6)   COMPREHENSIVE INCOME:

      The Company's comprehensive income is as follows:



                                                          Three Months Ended                 Nine Months Ended
                                                    ------------------------------     -----------------------------
                                                     March 31,         March 31,        March 31,        March 31,
                                                       2006              2005             2006             2005
                                                    ------------     -------------     ------------    -------------

Net income                                             $ 2,089         $   1,380          $ 3,327        $   2,746
                                                    ------------     -------------     ------------    -------------
Other comprehensive income:

  Foreign currency translation
   adjustments                                              17              (143)              19              102

  Unrealized gains on investments, net of tax              ---               ---              ---                5
                                                    ------------     -------------     ------------    -------------

  Other comprehensive income/(loss)                         17              (143)              19              107
                                                    ------------     -------------     ------------    -------------
  Comprehensive income                                 $ 2,106         $   1,237          $ 3,346        $   2,853
                                                    ============     =============     ============    =============


(7)   INDEBTEDNESS:

            Long-term debt consists of the following:



                                                                       March 31,         June 30,
                                                                        2006              2005
                                                                     -------------     ------------

                 Notes payable to banks                                $   6,871          $ 3,483

                 Obligations under capital leases                          2,573            2,896
                                                                     -------------     ------------
                                                                           9,444            6,379


                 Less: current portion                                     1,898            1,103
                                                                     -------------     ------------
                 Long-term debt                                        $   7,546          $ 5,276
                                                                     =============     ============



                                       10



               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)

      In April 2004, the Company entered into a $4,000 credit facility with
General Electric Capital Corporation ("GECC") for the purchase of equipment. In
May 2005, the credit facility was increased to $6,000. Borrowings under the line
bear interest, at the Company's option, at either a fixed rate of 3.47% above
the five year Treasury Bond yield at the time of election or a floating rate of
3.65% above LIBOR. Borrowings under the line are secured by the equipment
purchased thereunder. Each separate borrowing under the line will be a fully
amortizing term loan with a maturity of five years from the date the funds are
drawn down. The line of credit will expire on March 24, 2007. GECC has the
option to securitize these loans with a third party. Loans securitized with a
third party increase the available line of credit to the Company. As of March
31, 2006, the Company had $5,330 of borrowings outstanding under this facility
at fixed interest rates ranging from 7.15% to 7.93%.

      In December 2004, the Company entered into a credit facility with Commerce
Bank, N.A. Under the terms of this facility, the Company may request advances
from time to time up to an aggregate of $5,000. Any advance made bears interest
at the Prime Rate as reported in the Wall Street Journal. Borrowings under the
facility are secured by a lien on the Company's accounts receivable and
inventory. In November 2005, this line was extended through, and unless further
extended, all borrowings under the line are due on, November 30, 2006. The
facility is subject to certain financial covenants, including minimum tangible
net worth and liability percentage ratios. As of March 31, 2006, the Company had
no outstanding borrowings under this credit facility.

      In September 2005, the Company's wholly-owned subsidiary in Sweden
obtained a series of five term loans aggregating 12,000 Swedish Krona ("SEK")
(approximately $1,500) from Svenska Handelsbanken, AB ("Handelsbanken"). The
loans are unsecured and bear interest at fixed rates ranging from 3.56% to
4.59%. The five loans are each for a principal amount of 2,400 SEK and are fully
amortizing. The loans mature in one to five years with the first maturing on
September 30, 2006 and one maturing on each succeeding September 30th through
2010. In connection with, and as an inducement to Handelsbanken to make the
loans, the Company entered into a Guaranty and Agreement with Handelsbanken
whereby the Company has agreed to guarantee the payment of all its Swedish
subsidiary's obligations under the loans.

      The Company leases an administrative office, manufacturing and research
and development complex located in Jacksonville, Florida (the "Jacksonville
Facility") from a partnership controlled by the Company's President, Chief
Executive Officer and principal stockholder under a capital lease. At March 31,
2006, the Jacksonville Facility has an aggregate cost of $5,104 and a net book
value of $1,682. The lease is for a period of 30 years, was capitalized using an
interest rate of 10.5% and expires on September 30, 2010. The lease currently
provides for base rent of approximately $780 per annum. The lease further
provides for annual increases in base rent for years beginning after May 1,
1999, based on the increase in the Consumer Price Index since May 1, 1998
applied to base rent. The lease also provides for increases to the base rent in
connection with any new construction at the Jacksonville Facility. Under the
lease, upon any new construction being placed into use, the base rent is subject
to increase to the fair market rental of the Jacksonville Facility, including
the new construction.


                                       11



 ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                      (In thousands, except per share data)

      The following discussion and analysis should be read in conjunction with
the consolidated financial statements, related notes and other information
included in this Quarterly Report on Form 10-Q.

      Statements in this Quarterly Report on Form 10-Q that are not historical
fact may constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. All such forward-looking
statements are subject to risks and uncertainties, including, but not limited
to, market and economic conditions, the impact of competitive products, product
demand and market acceptance risks, changes in product mix, costs and
availability of raw materials, fluctuations in operating results, delays in
development of highly complex products, risks associated with international
sales and sales to the U.S. military, risk of customer contract or sales order
cancellations and other risks detailed from time to time in the Company's
filings with the Securities and Exchange Commission, including, without
limitation, those contained under the caption "Item 1. BUSINESS - CAUTIONARY
STATEMENTS REGARDING FORWARD - LOOKING STATEMENTS" in the Company's Annual
Report on Form 10-K. These risks could cause the Company's actual results for
future periods to differ materially from those expressed in any forward-looking
statements made by, or on behalf of, the Company. Any forward-looking statement
represents the Company's expectations or forecasts only as of the date it was
made and should not be relied upon as representing its expectations or forecasts
as of any subsequent date. The Company undertakes no obligation to correct or
update any forward-looking statement, whether as a result of new information,
future events or otherwise, even if its expectations or forecasts change.

OVERVIEW

      Demand for the Company's products continues to be strong. Sales for the
quarter ended March 31, 2006 reached the second highest level in the Company's
history. Nearly all product lines showed improvement over the comparable quarter
last fiscal year. Revenue growth has been strongest in the wireless
infrastructure, semiconductor, military and fiber optic markets. Growth has come
from all of the geographic markets the Company serves, but is particularly
strong in Asia. In order to reduce lead times and better service its customers
in this increasingly important region, in May 2006, the Company began stocking
inventory in China.

RESULTS OF OPERATIONS

KEY COMPARATIVE PERFORMANCE INDICATORS



                                                 Three Months Ended                         Nine Months Ended
                                       ---------------------------------------   ---------------------------------------
                                        March 31, 2006        March 31, 2005       March 31, 2006       March 31, 2005
                                       ------------------    -----------------   -----------------    ------------------

Sales                                     $   22,690             $ 18,991           $   59,870            $   52,148
Bookings                                  $   24,643             $ 19,304           $   64,244            $   52,291

Gross Margin                              $    8,570             $  6,667           $   20,410            $   17,629
Gross Margin (% of sales)                       37.8%                35.1%                34.1%                 33.8%

Operating Expenses                        $    5,033             $  4,584           $   14,766            $   13,440

Operating Expenses (% of sales)                 22.2%                24.1%                24.7%                 25.8%



                                       12



                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                      (In thousands, except per share data)

SIGNIFICANT HIGHLIGHTS

      Sales for the three and nine months ended March 31, 2006 increased 19% and
15%, respectively, over the comparable periods in the prior fiscal year.

      Bookings for the three and nine months ended March 31, 2006 increased 28%
and 23%, respectively, over the comparable periods in the prior fiscal year.

Three Months Ended March 31, 2006 Compared with Three Months Ended
March 31, 2005

      Net sales for the three months ended March 31, 2006 increased 19% from the
comparable period in the prior fiscal year. The increase was due to higher
volume of product shipped as a result of improved economic conditions in the
electronic components industry, increased market share and expanding acceptance
of the Company's newer products in the market. The volume improvement was mainly
from sales to customers in the wireless infrastructure, semiconductor, military
and fiber optic markets.

      Bookings for the three months ended March 31, 2006 were $24,643, compared
to $19,304 for the three months ended March 31, 2005. The improvement in
bookings was due primarily to increased orders from the wireless infrastructure,
semiconductor and fiber optic markets. The backlog of unfilled orders at March
31, 2006 was $18,290, compared to $13,621 at March 31, 2005 and $13,958 at June
30, 2005.

      Gross margin for the three months ended March 31, 2006 was 38% of net
sales, compared to 35% of net sales for the comparable period in the prior
fiscal year. Gross margins increased due to higher sales volume and efficiencies
associated with operating at higher production levels, partially offset by
increased labor and overhead costs. Labor and overhead cost increases primarily
relate to increased staff costs. Over the past year, the Company has added
personnel and incurred other expenses in connection with the expansion of its
resistive products line and growth in its thin film product line.

      Selling, general and administrative expenses for the three months ended
March 31, 2006 increased 13% from the comparable period in the prior fiscal
year. The increase was primarily the result of increased bonuses, commission
expense, professional fees and expenses associated with the expansion of the
Company's foreign sales office in China.

      Research and development expenses for the three months ended March 31,
2006 decreased 20% from the comparable period in the prior fiscal year,
primarily as a result of lower staff costs and lower supplies. During the
comparable period of the prior fiscal year, the Company was working on material
development that required consumption of high quantities of high cost material.
Supplies expense is a function of the projects in development during the period.
Supplies consumption will fluctuate from period to period based on project
needs.

      Interest expense for the three months ended March 31, 2006 increased 47%
from the comparable period in the prior fiscal year as a result of higher
average borrowings outstanding during the period. Over the past 12 months, the
Company has borrowed under its equipment line of credit to expand its capacity
and upgrade capabilities. Additionally, the Company's Swedish subsidiary
borrowed approximately $1.5 million in order to repatriate earnings.


                                       13



                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                      (In thousands, except per share data)

      The effective income tax rates for the three months ended March 31, 2006
and 2005 were approximately 38% and 30%, respectively. The increase in the
effective tax rate was primarily the result of lower estimates of certain tax
benefits of foreign sales and state tax credits.

      As a result of the foregoing, net income for the three months ended March
31, 2006 was $2,089 or $0.24 per common share and $0.23 per common share
assuming dilution, compared to net income of $1,380, or $0.16 per common share
and common share assuming dilution, for the comparable period in the prior
fiscal year.

Nine Months Ended March 31, 2006 Compared with Nine Months Ended March 31, 2005

      Net sales for the nine months ended March 31, 2006 increased 15% from the
comparable period in the prior fiscal year. The increase was due to higher
volume of product shipped as a result of improved economic conditions in the
electronic components industry, increased market share and expanding acceptance
of the Company's newer products in the market. The volume improvement was mainly
from sales to customers in the wireless infrastructure, semiconductor, military
and fiber optic markets.

      Bookings for the nine months ended March 31, 2006 were $64,244, compared
to $52,291 for the nine months ended March 31, 2005. The improvement in bookings
was due primarily to increased orders bookings from the wireless infrastructure,
semiconductor and fiber optic markets.

      Gross margin for the nine months ended March 31, 2006 was 34% of net
sales, approximately the same as the gross margin for the comparable period in
the prior fiscal year. The gross margin remained flat despite higher sales
volume and efficiencies associated with operating at higher production levels
due to the expenses associated with the attempted conversion of certain
functions to a different computer system in the first quarter of the current
fiscal year.

      Selling, general and administrative expenses for the nine months ended
March 31, 2006 increased 12% from the comparable period in the prior fiscal
year. The increase was primarily the result of increased administrative staff
costs, increased stock related compensation, training costs related to the
implementation of a new computer system, bonuses, commission expense,
professional fees (relating to the computer system, adopting of new accounting
standards and audit and tax services), bad debt expense, depreciation and
expenses associated with the expansion of the Company's foreign sales office in
China, partially offset by lower severance expense.

      Research and development expenses for the nine months ended March 31, 2006
decreased 6% from the comparable period in the prior fiscal year, primarily as a
result of lower staff costs and lower supplies. During the comparable period of
the prior fiscal year, the Company was working on material development that
required consumption of high quantities of high cost material. Supplies expense
is a function of the projects in development during the period. Supplies
consumption will fluctuate from period to period based on project needs.


                                       14



                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                      (In thousands, except per share data)

      Interest expense for the nine months ended March 31, 2006 increased 49%
from the comparable period in the prior fiscal year as a result of higher
average borrowings outstanding during the period. Over the past 12 months, the
Company has borrowed under its equipment line of credit to expand its capacity
and upgrade capabilities. Additionally, the Company's Swedish subsidiary
borrowed approximately $1.5 million in order to repatriate earnings.

      The effective income tax rates for the nine months ended March 31, 2006
and 2005 were approximately 37% and 30%, respectively. The increase in the
effective tax rate was primarily the result of lower estimates of certain tax
benefits of foreign sales and state tax credits.

      As a result of the foregoing, net income for the nine months ended March
31, 2006 was $3,327 or $0.39 per common share and $0.38 per common share
assuming dilution, compared to net income of $2,746, or $0.33 per common share
and $0.32 per common share assuming dilution, for the comparable period in the
prior fiscal year.

LIQUIDITY AND CAPITAL RESOURCES

                                             March 31, 2006     June 30, 2005
                                            ----------------   ----------------
      Cash and Investments                      $ 11,381         $    6,950
      Working Capital                           $ 43,435         $   39,032

      Quarter Ended:
        Operating Cash Flow                     $  3,442         $    1,504
        Capital Expenditures                    $  1,929         $    1,589
        Depreciation and Amortization           $  1,533         $    1,242

      Current Ratio                                4.8:1              5.3:1
      Quick Ratio                                  1.9:1              1.9:1

      The Company's financial position at March 31, 2006 remains strong as
evidenced by working capital of $43,435. The Company's current and quick ratios
at March 31, 2006 also remain strong.

      Cash, cash equivalents and investments increased by $4,431 from June 30,
2005, as a result of positive operating cash flows and loan proceeds, partially
offset by capital expenditures. Accounts receivable increased by $1,061 from
June 30, 2005, primarily as a result of increased sales in the quarter ended
March 31, 2006 compared to the quarter ended June 30, 2005. Inventories
increased by $649 from June 30, 2005, primarily as a result of higher production
levels to support current and future demand. Deferred income tax assets
increased $766 primarily due to timing differences between tax and book
inventory.


                                       15



                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                      (In thousands, except per share data)

      The current portion of long-term debt increased by $795 from June 30,
2005, due to borrowings incurred under the Company's equipment line of credit
with General Electric Capital Corporation ("GECC") and borrowings by the
Company's subsidiary in Sweden. Accrued expenses increased by $103 from June 30,
2005, due to the timing of payments of various accrued expenses. Taxes payable
increased $1,446 from June 30, 2005, primarily due to taxable income generated
during the nine months ended March 31, 2006, partially offset by federal
estimated tax payments. Deferred income tax liabilities increased $276 from June
30, 2005, primarily due to timing differences between tax and book depreciation.

      In April 2004, the Company entered into a $4,000 credit facility with GECC
for the purchase of equipment. In May 2005, the credit facility was increased to
$6,000. Borrowings under the line bear interest, at the Company's option, at
either a fixed rate of 3.47% above the five year Treasury Bond yield or a
floating rate of 3.65% above LIBOR. Borrowings under the line are secured by the
equipment purchased thereunder. Each separate borrowing under the line will be a
fully amortizing term loan with a maturity of five years from the date the funds
are drawn down. The line will expire on March 24, 2007. GECC has the option to
securitize these loans with a third party. Loans securitized with a third party
increase the available line of credit to the Company. As of March 31, 2006, the
Company had $5,330 of borrowings outstanding under this facility at fixed
interest rates ranging from 7.15% to 7.93%. At March 31, 2006, the Company had
$6,000 available to borrow under this credit facility.

      In December 2004, the Company entered into a credit facility with Commerce
Bank, N.A. Under the terms of this facility, the Company may request advances
from time to time up to an aggregate of $5,000. Any advance made bears interest
at the Prime Rate as reported in the Wall Street Journal. Borrowings under the
facility are secured by a lien on the Company's accounts receivable and
inventory. Borrowings under the line are due on November 30, 2006. The facility
is subject to certain financial covenants, including minimum tangible net worth
and liability percentage ratios. As of March 31, 2006, the Company had no
outstanding borrowings under this credit facility.

      In September 2005, the Company's wholly-owned subsidiary in Sweden
obtained a series of five term loans aggregating 12,000 Swedish Krona ("SEK")
(approximately $1,500) from Svenska Handelsbanken, AB ("Handelsbanken"). The
loans are unsecured and bear interest at fixed rates ranging from 3.56% to
4.59%. The five loans are each for a principal amount of 2,400 SEK and are fully
amortizing. The loans mature in one to five years with the first maturing on
September 30, 2006 and one other maturing on each succeeding September 30th
through 2010. In connection with, and as an inducement to Handelsbanken to make
the loans, the Company entered into a Guaranty and Agreement with Handelsbanken
whereby the Company has agreed to guarantee the payment of all its Swedish
subsidiary's obligations under the loans.

      The Company leases a facility in Jacksonville, Florida from a partnership
controlled by the Company's President, Chief Executive Officer and principal
stockholder under a capital lease. The rental payments under this lease have
been adjusted several times, most recently as of October 2005, primarily to
reflect fair market rental adjustments as a result of certain additions or
improvements to the facility or annual increases based on the consumer price
index as required by the terms of the lease. Each fair market rental adjustment
has been based upon an independent appraisal of the fair market rental of the
facility giving effect to the addition or improvement at issue. Effective
October 1, 2005, the Company is obligated to pay approximately $780 per annum
under this lease. The payments due over the remaining term of this capital
lease, including the portion related to interest, total approximately $3,510.


                                       16



                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                      (In thousands, except per share data)

      Capital expenditures for the nine months ended March 31, 2006 totaled
$7,109, including expenditures for machinery and equipment and leasehold
improvements. The Company intends to use cash on hand, cash generated through
operations and the line of credit with GECC to finance budgeted capital
expenditures of approximately $1,000 for the remainder of fiscal year 2006,
primarily for equipment acquisitions and building renovations.

      Aggregate contractual obligations as of March 31, 2006 mature as follows:



                                                                  Payments Due by Period
                                     ---------------------------------------------------------------------------------
                                                       Less than 1          1- 3             3- 5           After 5
     Contractual Obligations             Total             Year            years            Years            years
---------------------------------    --------------   --------------   --------------   --------------   -------------

Bank Debt                             $     8,000      $     1,853      $     3,671      $     2,476      $      ---
Capital Lease Obligations                   3,510              780            1,560            1,170             ---
Operating Leases                              786              500              286              ---             ---
Purchase Obligations                        3,243            3,243              ---              ---             ---
                                     --------------   --------------   --------------   --------------   -------------
Total Contractual Obligations         $    15,539      $     6,376      $     5,517      $     3,646      $      ---
                                     ==============   ==============   ==============   ==============   =============


The Company routinely enters into binding and non-binding purchase obligations
in the ordinary course of business, primarily covering anticipated purchases of
inventory and equipment. The terms of these commitments generally do not extend
beyond one year.

CRITICAL ACCOUNTING POLICIES

      The Securities and Exchange Commission (the "SEC") issued disclosure
guidance for "critical accounting policies." The SEC defines "critical
accounting policies" as those that require the application of management's most
difficult, subjective or complex judgments, often as a result of the need to
make estimates about the effect of matters that are inherently uncertain and may
change in subsequent periods. The Company's significant accounting policies are
described in Note 1 to its consolidated financial statements contained in its
Annual Report on Form 10-K for the fiscal year ended June 30, 2005. The Company
believes that the following accounting policies require the application of
management's most difficult, subjective or complex judgments:

Allowances for Doubtful Accounts Receivable

      The Company performs ongoing credit evaluations of its customers and
adjusts credit limits based upon payment history and a customer's current
creditworthiness, as determined by its review of the customer's current credit
information. The Company continuously monitors collections and payments from its
customers and maintains an allowance for estimated credit losses based upon its
historical experience and any specific customer collection issues that the
Company has identified. While such credit losses have historically been within
the Company's expectations and the allowances established, the Company cannot
guarantee that it will continue to experience the same credit loss rates that it
has in the past. Should the financial position of its customers deteriorate
resulting in an impairment of their ability to pay amounts due, the Company's
revised estimate of such losses and any actual losses in excess of previous
estimates may negatively impact its operating results.


                                       17



                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                      (In thousands, except per share data)

Sales Returns and Allowances

      In the ordinary course of business, the Company accepts returns of
products sold for various reasons and grants sales allowances to customers.
While the Company engages in extensive product quality control programs and
processes, its level of sales returns is affected by, among other things, the
quality of its manufacturing processes. The Company maintains an allowance for
sales returns and allowances based upon historical returns and allowances
granted. While such returns and allowances have historically been within the
Company's expectations, actual return and allowance rates in the future may
differ from current estimates, which could negatively impact its operating
results.

Inventory Valuation

      The Company values inventory at the lower of aggregate cost (first-in,
first-out) or market. When the cost of inventory is determined by management to
be in excess of its market value, such inventory is written down to its
estimated net realizable value. This requires the Company to make estimates and
assumptions about several factors (e.g., future sales quantities and selling
prices, and percentage complete and failure rates for work in process) based
upon historical experience and its projections for future periods. Changes in
factors such as the level of order bookings, the product mix of order bookings
and the Company's manufacturing processes could have a material impact on the
Company's assessment of the net realizable value of inventory in the future.

Valuation of Deferred Tax Assets

      The Company regularly evaluates its ability to recover the reported amount
of its deferred income taxes considering several factors, including its estimate
of the likelihood of the Company generating sufficient taxable income in future
years during the period over which temporary differences reverse. Presently, the
Company believes that it is more likely than not that it will realize the
benefits of its deferred tax assets based primarily on its history of and
projections for taxable income in the future. In the event that actual results
differ from its estimates or the Company adjusts these estimates in future
periods, the Company may need to establish a valuation allowance against a
portion or all of its deferred tax assets, which could materially impact its
financial position or results of operations in future periods.

Valuation of Long-lived Assets

      The Company assesses the recoverability of long-lived assets whenever the
Company determines that events or changes in circumstances indicate that the
carrying amount may not be recoverable. Its assessment is primarily based upon
its estimate of future cash flows associated with these assets. The Company
believes that the carrying amount of its long-lived assets is recoverable.
However, should its operating results deteriorate, or anticipated new product
launches not occur or not attain the commercial acceptance that the Company
anticipates, the Company may determine that some portion of its long-lived
assets are impaired. Such determination could result in non-cash charges to
income that could materially affect its financial position or results of
operations for that period.


                                       18



                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                      (In thousands, except per share data)

Accounting Standards Issued Not Yet Adopted

      In March 2005, the Financial Accounting Standards Board issued FASB
Interpretation No. 47, "Accounting for Conditional Asset Retirement
Obligations-an interpretation of FASB Statement No. 143" ("FIN No. 47"). This
Interpretation clarifies that the term conditional asset retirement obligation
as used in FASB Statement No. 143, Accounting for Asset Retirement Obligations,
refers to a legal obligation to perform an asset retirement activity in which
the timing and (or) method of settlement are conditional on a future event that
may or may not be within the control of the entity. The obligation to perform
the asset retirement activity is unconditional even though uncertainty exists
about the timing and (or) method of settlement. Accordingly, an entity is
required to recognize a liability for the fair value of a conditional asset
retirement obligation if the fair value of the liability can be reasonably
estimated. The fair value of a liability for the conditional asset retirement
obligation should be recognized when incurred-generally upon acquisition,
construction, or development and (or) through the normal operation of the asset.
This Interpretation also clarifies when an entity would have sufficient
information to reasonably estimate the fair value of an asset retirement
obligation. This Interpretation is effective no later than the end of fiscal
years ending after December 15, 2005. The Company is currently assessing the
impact of the adoption of FIN No. 47 on its financial position and consolidated
results of operations.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The Company's market risk exposure at March 31, 2006 is consistent with
the types of market risk and amount of exposures presented in its Annual Report
on Form 10-K for the fiscal year ended June 30, 2005, including foreign currency
exchange rate, commodity price, security price and interest rate risks.

ITEM 4.     CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

      In response to the requirements of the Sarbanes-Oxley Act of 2002, as of
the end of the period covered by this Quarterly Report on Form 10-Q (the
"Evaluation Date"), the Company's President and Chief Executive Officer and Vice
President - Finance carried out an evaluation of the effectiveness of the
Company's "disclosure controls and procedures" (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)). Based on that evaluation,
these officers concluded that, as of the Evaluation Date, the Company's
disclosure controls and procedures were adequate and effective to ensure that
material information relating to the Company and the Company's consolidated
subsidiaries was made known to them by others within those entities,
particularly during the period in which this report was being prepared.

Changes in Internal Controls

      There were no changes in the Company's internal controls over financial
reporting identified in connection with the evaluation of such internal controls
that occurred during the Company's last fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Company's internal
controls over financial reporting.


                                       19



                           PART II - OTHER INFORMATION

ITEMS 1. THROUGH 4.      Not Applicable

ITEM 5.                  Other Events

      On May 2, 2006, the Compensation Committee of the Board of Directors of
the Company approved an increase in salary for Victor Insetta, the Company's
Chairman, President and Chief Executive Officer, from $390,000 to $425,000 per
annum, effective June 1, 2006.

ITEM 6.                  Exhibits

EXHIBIT NO.    DESCRIPTION

10.14(i)   -   Letter extending the Consulting Agreement with Northport Systems,
               Inc., until December 31, 2006.

10.28      -   Victor Insetta Compensation Arrangement

31.1       -   Section 302 Certification of Principal Executive Officer.

31.2       -   Section 302 Certification of Principal Accounting Officer.

32.1       -   Section 906 Certification of Principal Executive Officer.

32.2       -   Section 906 Certification of Principal Accounting Officer.


                                       20



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company in the
capacities and on the dates indicated.


                       AMERICAN TECHNICAL CERAMICS CORP.
                                   (Company)


DATE:  May 12, 2006                 BY:                 /S/ Victor Insetta
                                                  ------------------------------
                                                          Victor Insetta
                                                      President and Director
                                                  (Principal Executive Officer)


DATE:  May 12, 2006                 BY:                 /S/ Andrew R. Perz
                                                  ------------------------------
                                                          Andrew R. Perz
                                                     Vice President, Finance
                                                  (Principal Accounting Officer)


                                       21`