<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 10-Q

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

For the quarterly period ended                  APRIL 28, 2000
                              --------------------------------------------------

Commission File Number                     0-27414
                      ----------------------------------------------------------

                                   REMEC, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        CALIFORNIA                                            95-3814301
--------------------------------------------------------------------------------
(State of other jurisdiction of I.R.S. Employer          Identification Number
incorporation or organization)


          9404 CHESAPEAKE DRIVE  SAN DIEGO, CALIFORNIA        92123
--------------------------------------------------------------------------------
           (Address of principal executive offices)         (Zip Code)

                                 (858) 560-1301
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by check whether the registrant (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 month (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
                                -----             -----

Indicate number of shares outstanding of each of the issuer's classes of common
stock, at the latest practicable date:

<TABLE>
<CAPTION>

             Class                  Outstanding as of: APRIL 28, 2000
          -----------               -------------------------------------
          <S>                       <C>
          Common shares,
             $.01 par value                      29,300,045

</TABLE>


<PAGE>


REMEC, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED APRIL 28, 2000

<TABLE>
<CAPTION>

Index                                                                                                     Page No.
-----                                                                                                     --------
<S>                                                                                                       <C>
PART I       FINANCIAL INFORMATION

Item 1.      Condensed Consolidated Financial Statements:

                  Condensed Consolidated Balance Sheets.........................................................3

                  Condensed Consolidated Statements of Income (Loss)............................................4

                  Condensed Consolidated Statements of Cash Flows...............................................5

                  Notes to Condensed Consolidated Financial Statements..........................................6

Item 2.      Management's Discussion and Analysis of Financial
                  Condition and Results of Operations...........................................................8

PART II      OTHER INFORMATION

Item 1.      Legal Proceedings.................................................................................11

Item 3.      Qualitative and Quantitative Disclosures About Market Risk........................................11

Item 6.      Exhibits and Reports on Form 8-K..................................................................12

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

</TABLE>


                                      - 2 -
<PAGE>


PART I - FINANCIAL INFORMATION
ITEM 1

                                   REMEC, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)

<TABLE>
<CAPTION>

                                                               April 28,           January 31,
                                                                  2000                2000
                                                              ------------        ------------
<S>                                                           <C>                 <C>
ASSETS

Cash and cash equivalents                                     $158,969,767        $ 34,835,897

Accounts receivable, net                                        38,350,760          33,112,158

Inventories, net                                                46,052,606          42,147,112

Prepaid expenses and other current assets                       11,996,836          10,085,903
                                                              ------------        ------------
Total current assets                                           255,369,969         120,181,070

Property, plant and equipment, net                              62,731,569          60,289,940

Intangible and other assets, net                                26,122,375          26,408,693

Restricted cash                                                 17,049,299          17,049,299
                                                              ------------        ------------
                                                              $361,273,212        $223,929,002
                                                              ============        ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable                                              $ 13,618,184        $  8,320,165

Accrued expenses and other current liabilities                  18,435,936          16,250,576
                                                              ------------        ------------
Total current liabilities                                       32,054,120          24,570,741


Deferred income taxes and other long-term liabilities            6,935,515          11,465,998

Shareholders' equity                                           322,283,577         187,892,263
                                                              ------------        ------------
                                                              $361,273,212        $223,929,002
                                                              ============        ============

</TABLE>


SEE ACCOMPANYING NOTES.


                                      - 3 -
<PAGE>


                                   REMEC, INC.
               CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                 Three months ended
                                                                 ------------------
                                                           April 28, 2000   April 30, 1999
                                                           --------------   --------------
<S>                                                           <C>              <C>
Net sales                                                  $   56,603,091   $   43,166,417

Cost of sales                                                  41,499,172       32,429,756
                                                           --------------   --------------
Gross profit                                                   15,103,919       10,736,661

Operating expenses:

Selling, general and administrative                            10,053,050        9,151,444

Research and development                                        3,960,971        3,525,938

Transaction costs                                                      --        3,130,000
                                                           --------------   --------------
Total operating expenses                                       14,014,021       15,807,382
                                                           --------------   --------------
Income (loss) from operations                                   1,089,898       (5,070,721)

Interest income                                                 1,577,295          699,611
                                                           --------------   --------------
Income (loss) before provision (credit) for income taxes        2,667,193       (4,371,110)

Provision (credit) for income taxes                             1,314,440         (926,212)
                                                           --------------   --------------
Net income (loss)                                          $    1,352,753      ($3,444,898)
                                                           ==============   ==============

Earnings (loss) per share:
Basic                                                      $         0.05           ($0.14)
                                                           ==============   ==============
Diluted                                                    $         0.05           ($0.14)
                                                           ==============   ==============

Shares used in computing earnings (loss) per share:

Basic                                                          27,124,000       24,957,000
                                                           ==============   ==============
Diluted                                                        28,771,000       24,957,000
                                                           ==============   ==============

</TABLE>


SEE ACCOMPANYING NOTES.


                                     - 4 -
<PAGE>


                                   REMEC, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                                       Three months ended
                                                                                       ------------------
                                                                              April 28, 2000      April 30, 1999
                                                                              --------------      --------------
<S>                                                                           <C>                 <C>
       OPERATING ACTIVITIES
       Net income (loss)                                                      $    1,352,753      $   (3,444,898)

       Adjustments to reconcile net income (loss) cash provided by operating
             activities:

       Depreciation and amortization                                               3,515,707           2,862,304

       Changes in operating assets and liabilities:

            Accounts receivable                                                   (5,254,203)         (4,253,454)

            Inventories                                                           (3,931,092)         (2,844,868)

            Prepaid expenses and other current assets                             (1,774,229)            545,389

            Accounts payable                                                       5,271,833           3,348,390

            Accrued expenses, deferred income taxes and
                other long-term liabilities                                        2,592,637           4,159,223
                                                                              --------------      --------------
       Net cash provided by operating activities                                   1,773,406             372,086

       INVESTING ACTIVITIES

       Additions to property, plant and equipment                                 (5,487,740)         (4,506,075)

       Payment for acquisitions, net of cash acquired                                    ---          (5,825,237)

       Other assets                                                                 (184,315)           (115,552)
                                                                              --------------      --------------
       Net cash used by investing activities                                      (5,672,055)        (10,446,864)

       FINANCING ACTIVITIES

       Borrowings under credit facilities and long-term debt                             ---             616,964

       Repayments on credit facilities and long-term debt                         (5,276,741)           (229,825)

       Proceeds from sale of common stock                                        133,419,402             652,662
                                                                              --------------      --------------
       Net cash provided by financing activities                                 128,142,661           1,039,801

       Effect of exchange rate changes on cash                                      (110,142)                264
                                                                              --------------      --------------
       Increase (decrease) in cash and cash equivalents                          124,133,870          (9,034,713)

       Cash and cash equivalents at beginning of period                           34,835,897          83,011,819

       Adjustment for net cash activity of pooled companies                              ---            (263,188)
                                                                              --------------      --------------
       Cash and cash equivalents at end of period                             $  158,969,767      $   73,713,918
                                                                              ==============      ==============

</TABLE>

SEE ACCOMPANYING NOTES


                                     - 5 -
<PAGE>


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1.       QUARTERLY FINANCIAL STATEMENTS

         The interim condensed consolidated financial statements included herein
         have been prepared by REMEC, Inc. (the "Company" or "REMEC") without
         audit, pursuant to the rules and regulations of the Securities and
         Exchange Commission (the "SEC"). Certain information and footnote
         disclosures, normally included in annual financial statements, have
         been condensed or omitted pursuant to such SEC rules and regulations;
         nevertheless, the management of REMEC believes that the disclosures
         herein are adequate to make the information presented not misleading.
         These condensed consolidated financial statements should be read in
         conjunction with the consolidated financial statements and notes
         thereto for the year ended January 31, 2000 included in REMEC's Annual
         Report on Form 10-K. In the opinion of management, the condensed
         consolidated financial statements included herein reflect all
         adjustments, consisting only of normal recurring adjustments, necessary
         to present fairly the consolidated financial position of REMEC as of
         April 28, 2000 and the results of its operations for the three month
         periods ended April 28, 2000 and April 30, 1999. The results of
         operations for the interim period ended April 28, 2000 are not
         necessarily indicative of the results which may be reported for any
         other interim period or for the entire fiscal year.

         The statements in this report on Form 10-Q that relate to future plans,
         events or performance are forward-looking statements. Actual results
         could differ materially due to a variety of factors, including REMEC's
         success in penetrating the commercial wireless market, risks associated
         with the cancellation or reduction of orders by significant commercial
         or defense customers, trends in the commercial wireless and defense
         markets, risks of cost overruns and product nonperformance and other
         factors and considerations described in REMEC's Annual Report on Form
         10-K, and the other documents REMEC files from time to time with the
         SEC. Readers are cautioned not to place undue reliance on these
         forward-looking statements, which speak only as of the date hereof.
         REMEC undertakes no obligation to publicly release the result of any
         revisions to these forward-looking statements, other than as required
         by applicable law, that may be made to reflect events or circumstances
         after the date hereof or to reflect the occurrence of unanticipated
         events.

2.       EARNINGS PER SHARE

         REMEC calculates earnings per share in accordance with SFAS No. 128,
         "Earnings per Share." Basic earnings per share is computed using the
         weighted average shares outstanding for each period presented. Diluted
         earnings per share is computed using the weighted average shares
         outstanding plus potentially dilutive common shares using the treasury
         stock method at the average market price during the reporting period.
         The calculation of net income per share reflects the historical
         information for REMEC and its acquired subsidiaries and the conversion
         of the common shares of those companies acquired in pooling of
         interests transactions into REMEC shares as stipulated in the
         respective acquisition agreements.

         The following table reconciles the shares used in computing basic and
         diluted earnings per share for the periods indicated:

<TABLE>
<CAPTION>

                                                                  Three months ended
                                                                  ------------------
                                                           April 28, 2000    April 30, 1999
                                                           --------------    --------------
          <S>                                              <C>               <C>
          Weighted average common shares
             outstanding used in basic
             earnings per share calculation                    27,124,000        24,957,000

          Effect of dilutive stock options                      1,647,000               ---
                                                           --------------    --------------
          Shares used in diluted
             earnings per share calculation                    28,771,000        24,957,000
                                                           ==============    ==============

</TABLE>


                                     - 6 -
<PAGE>


         Dilutive securities may include options, warrants, preferred stock as
         if converted and restricted stock subject to vesting. Potentially
         dilutive securities (which include options) totaling 617,000 shares for
         the three months ended April 30, 1999 were excluded from the
         calculation of diluted earnings per share because of their
         anti-dilutive effect.

3.       COMPREHENSIVE INCOME

         REMEC has adopted SFAS No. 130, "Reporting Comprehensive Income" which
         requires that all components of comprehensive income, including net
         income, be reported in the financial statements in the period in which
         they are recognized. Comprehensive income is defined as the change in
         equity during a period from transactions and other events and
         circumstances from non-owner sources. Net income (loss) and other
         comprehensive income, including foreign currency translation
         adjustments, and unrealized gains and losses on investments, shall be
         reported, net of their related tax effect, to arrive at comprehensive
         income (loss). During the three months ended April 28, 2000,
         comprehensive income, including unrealized losses from foreign currency
         translation adjustments, totaled $972,000. For the three months ended
         April 30, 1999, the comprehensive loss, including unrealized losses
         from foreign currency translation adjustments, totaled $3,505,000.

4.       INVENTORIES

         Inventories consist of the following:

<TABLE>
<CAPTION>

                                                            APRIL 28, 2000   JANUARY 31, 2000
                                                            --------------   ----------------
         <S>                                                <C>              <C>
         Raw materials                                      $   25,258,055   $     22,629,600
         Work in progress                                       20,844,812         19,567,773
                                                            --------------   ----------------
                                                                46,102,867         42,197,373
         Less unliquidated progress payments                      (50,261)           (50,261)
                                                            --------------   ----------------
                                                            $   46,052,606   $     42,147,112
                                                            ==============   ================

</TABLE>

         Inventories related to contracts with prime contractors to the U.S.
         Government included capitalized general and administrative expenses of
         $1,730,000 and $1,811,000 at April 28, 2000 and January 31, 2000,
         respectively. REMEC had a reserve for obsolete and unusable inventory
         of $6,925,000 and $6,599,000 as of April 28, 2000 and January 31, 2000,
         respectively.

5.       FOLLOW ON OFFERING

         In March 2000, REMEC sold in an underwritten public offering an
         additional 3,500,000 shares of common stock. The net proceeds received
         by REMEC from this offering totaled approximately $132.6 million.

6.       SUBSEQUENT EVENT

         On June 7, 2000, REMEC's Board of Directors approved a three-for-two
         stock split of its common stock in the form of a 50% stock dividend.
         The stock dividend is payable on June 30, 2000 to shareholders of
         record as of June 19, 2000.


                                     - 7 -
<PAGE>


ITEM 2

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         REMEC commenced operations in 1983 and has become a leader in the
design and manufacture of subsystems and integrated components used in the
wireless communications industry and the defense industry. Our consolidated
results of operations include the operations of REMEC Microwave, Inc., or
Microwave; REMEC Wireless, Inc., or Wireless; Humphrey, Inc. or Humphrey; REMEC
Magnum, Inc., or Magnum; REMEC Veritek, Inc. or Veritek; REMEC CSH, Inc. or CSH;
REMEC Q-bit, Inc., or Q-bit; REMEC Nanowave, Inc., or Nanowave; REMEC Wacom,
L.P., or Wacom; REMEC Airtech Ltd, or Airtech; and REMEC Inc., S.A., or REMEC
Costa Rica. In March 2000, REMEC sold in an underwritten public offering an
additional 3,500,000 shares of common stock. The net proceeds received by REMEC
from this offering totaled approximately $132.6 million.

         Our research and development efforts for customers in the defense
industry are conducted in direct response to the unique requirements of a
customer's order and, accordingly, expenditures related to such efforts are
included in cost of sales and the related funding is included in net sales. As a
result, our historical funded research and development expenses were minimal. As
our commercial business has expanded, research and development expenses have
generally increased in amount and as a percentage of sales. We expect this trend
to continue, although research and development expenses may fluctuate on a
quarterly basis both in amount and as a percentage of sales.

         Currently, REMEC derives significant revenues from a limited group of
customers and expects that it will continue to do so in the immediate future. In
certain circumstances, customers place purchase orders but release quantities
incrementally against those purchase orders, subject to an agreed period of
performance. At the time a purchase order is placed, REMEC records the entire
amount of the purchase order as backlog, even if the customer releases
quantities incrementally against the purchase order. An amount of REMEC's
backlog with these customers can be canceled at any time generally without
substantial penalties. As a result, any cancellation, reduction or delay in
orders by or delays in shipments to any significant customer may have a material
adverse effect on REMEC's business, financial condition and results of
operations. For example, REMEC's results of operations during fiscal 1999 were
adversely affected by the significant decline in commercial revenues from their
prior levels. This decline in commercial revenues was primarily attributable to
requests by certain customers to delay deliveries of previously announced
requirements. REMEC believes that some of these delays were attributable to
economic difficulties in the Asian markets or other international markets in
which REMEC's customers operate, and to the increased competition among the
participants in those markets. There can be no assurance that similar delays
will not recur in the future.

         REMEC has also experienced continued pricing pressure on follow-on
orders for existing defense programs on which REMEC participates, and REMEC
anticipates that there will be fewer available defense programs to which it can
market its products in the future. Failure of REMEC to replace sales
attributable to a significant defense program or contract at the end of that
program or contract, whether due to cancellation, spending cuts, budgetary
constraints or otherwise, may have a material adverse effect on REMEC's
business, financial condition or results of operations.


                                     - 8 -
<PAGE>


RESULTS OF OPERATIONS AS A PERCENTAGE OF NET SALES

         The following table sets forth, as a percentage of total net sales,
certain consolidated statement of income data for the periods indicated.

<TABLE>
<CAPTION>

                                                                      Three Months Ended
                                                                      ------------------
                                                               April 28, 2000     April 30, 1999
                                                               --------------     --------------
             <S>                                               <C>                <C>
             Net sales...................................               100.0%             100.0%
             Cost of sales...............................                73.3               75.1
                                                               --------------     --------------
             Gross profit................................                26.7               24.9
             Operating expenses:
             Selling, general & administrative...........                17.8               21.2
             Research and development....................                 7.0                8.2
             Transaction costs ..........................                  --                7.2
                                                               --------------     --------------
             Total operating expenses....................                24.8               36.6
                                                               --------------     --------------
             Income (loss) from operations...............                 1.9              (11.7)
             Interest income ............................                 2.8                1.6
                                                               --------------     --------------
             Income (loss) before income taxes...........                 4.7              (10.1)
             Provision (credit) for income taxes.........                 2.3               (2.1)
                                                               --------------     --------------
             Net income (loss)...........................                 2.4%              (8.0%)
                                                               ==============     ==============

</TABLE>

RESULTS OF OPERATIONS

         NET SALES. Net sales were $56.6 million for the three month period
ended April 28, 2000, representing an increase of $13.4 million or 31.1% over
the comparable prior year period. The increase in sales was primarily
attributable to increased demand from REMEC's commercial customers.

         GROSS PROFIT. Gross profit was $15.1 million for the three month period
ended April 28, 2000, representing an increase of $4.4 million or 40.7% over the
comparable prior year period. Gross margins as a percentage of net sales
increased to 26.7% in fiscal 2001 from 24.9% for the comparable prior year
period. Fiscal 2000 gross margins were adversely affected by an increase in
reserves for certain product warranty costs. The improvement in gross margins in
the current fiscal year is primarily due to the absence of such costs.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses ("SG&A") were $10.1 million for the three month period
ended April 28, 2000, representing an increase of $.9 million or 9.9% over the
comparable prior year period. The increase in SG&A was attributable to increased
personnel, travel, legal, commissions and other administrative costs resulting
from REMEC's growth, as well as approximately $0.5 million of increased SG&A
costs arising at Wacom (which was acquired in March 1999, and therefore the
prior year results include only one month of Wacom SG&A costs.) As a percentage
of net sales, SG&A expenses decreased from 21.2% in fiscal 2000 to 17.8% in the
current fiscal year due to the increase in sales.

         RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
were $4.0 million for the three month period ended April 28, 2000, representing
an increase of $.4 million or 12.3% over the comparable prior year period. These
expenditures are mostly attributable to the Company's wireless communications
business and reflect increased activity associated with new product development.
Research and development expenditures fluctuate on a quarterly basis both in
amount and as a percentage of sales.

         TRANSACTION COSTS. REMEC's results of operations for the three months
ended April 30, 1999 include $3.1 million of transaction costs associated with
the Company's acquisition of Airtech and the terminated acquisition of STM
Wireless, Inc. There were no similar costs in the current fiscal year.

         INTEREST INCOME. Interest income was $1.6 million for the three month
period ended April 28, 2000, representing an increase of $.9 million or 125.5%
over the comparable prior year period. The increase in interest income was due
to the increased level of cash available for investing as a result of the funds
generated by REMEC's follow-on public offering in March 2000.


                                     - 9 -
<PAGE>


         PROVISION (CREDIT) FOR INCOME TAXES. REMEC reported income tax expense
of $1.3 million during the three month period ended April 28, 2000, as compared
with an income tax credit of $.9 million recognized during the comparable prior
year period. The increase in income taxes reflects REMEC's return to
profitability in the current fiscal year. The credit in the prior year reflects
the recognition of the tax benefit associated with REMEC's first quarter net
operating loss.

LIQUIDITY AND CAPITAL RESOURCES

         At April 28, 2000, REMEC had $223.3 million of working capital, which
included cash and cash equivalents totaling $159.0 million. REMEC also has a
$9.0 million revolving working capital line of credit with a bank. The borrowing
rate under this credit facility is based on a fixed spread over the London
Interbank Offered Rate (LIBOR). This credit facility terminates on July 3, 2000.
As of April 28, 2000, there were no borrowings outstanding under this credit
facility.

         During the three month period ended April 28, 2000, net cash provided
by operations totaled $1.8 million as the cash generated from earnings and
non-cash expenses (primarily depreciation and amortization) and an increase in
trade accounts payable and other accrued expenses more than offset a $9.2
million increase in trade receivables and inventories. Receivables increased
during this period due to the increase in sales from the previous quarter and a
minor increase in the length of time that customers were taking to pay invoices.
The increase in inventories (and trade accounts payable) was due to the need to
support anticipated future sales growth. Other accrued expenses increased as a
result of an increase in REMEC's U.S. income tax liability and an increase in
accrued salaries and wages.

         During the three months ended April 28, 2000, $5.7 million was used in
investing activities primarily in connection with $5.5 million in capital
expenditures. The bulk of the capital expenditures were associated with the
expansion of REMEC's commercial wireless communications business. The above
expenditures were financed primarily by cash on hand. REMEC's future capital
expenditures may continue to be significant as a result of wireless
communications expansion requirements.

         Financing activities generated approximately $128.1 million during the
three month period ended April 28, 2000, principally as a result of the net
proceeds of $133.4 million generated by REMEC's follow-on offering and the
issuance of shares in connection with REMEC's Employee Stock Purchase Plan and
from stock option exercises, net of the repayment of $5.3 million outstanding
under a long-term credit facility at REMEC's Airtech subsidiary.

         Our future capital requirements will depend upon many factors,
including the nature and timing of orders by OEM customers, the progress of our
research and development efforts, expansion of our marketing and sales efforts,
and the status of competitive products.


                                     - 10 -
<PAGE>


PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         CLASS ACTION LAWSUIT. On April 19, 1999, a class action lawsuit was
filed against REMEC, some of its officers and directors and the investment
banking firms that served as the representatives of the underwriters of our
public offering completed in February 1998. The lawsuit was filed by the law
firm Milberg Weiss Bershad Hynes and Lerach and others in the United States
District Court for the Southern District of California as counsel for Charles
Vezzetti and all others similarly situated. The lawsuit alleges violations of
the Securities Exchange Act of 1934 by us and the other defendants between
December 1, 1997 and June 12, 1998. Specifically, the complaint alleges that
REMEC made falsely positive statements which artificially inflated the price of
REMEC stock prior to a secondary offering completed in February 1998 in which
REMEC and some of its officers and directors sold stock, and that REMEC's stock
price fell on a series of adverse disclosures in late May and early June 1998.
The complaint in the lawsuit does not specify an amount of claimed damages.
Since the lawsuit was filed, the underwriters have been dismissed without
prejudice.

         REMEC believes that the lawsuit is without merit and has been defending
against it vigorously through a motion to dismiss and otherwise. In addition,
REMEC believes the ultimate resolution will not have a material adverse impact
on our business or financial condition. However, if the plaintiffs are
successful in pursuing their claims against REMEC and its officers and
directors, such a result could have a significant negative impact on REMEC's
business and financial condition.

         Other than the securities class action lawsuit described above, neither
REMEC nor any of its subsidiaries is presently subject to any material
litigation, nor to REMEC's knowledge, is such litigation threatened against
REMEC or its subsidiaries, other than routine actions and administrative
proceedings arising in the ordinary course of business, all of which
collectively are not anticipated to have a material adverse effect on the
business or financial condition of REMEC.


ITEM 3.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

         INTEREST RATE RISK. REMEC is exposed to changes in interest rates to
the extent of its borrowings under its revolving working capital line of credit.
At April 28, 2000, REMEC had no borrowings under this credit facility and,
therefore, no exposure to interest rate movement on its debt. REMEC will also be
affected by changes in interest rates in its investments in certain
held-to-maturity securities. Under current REMEC policies, REMEC does not use
interest rate derivative instruments to manage exposure to interest rate
changes. A hypothetical 100 basis point increase in interest rates in REMEC
held-to-maturity securities would not materially effect the fair value of these
securities at April 28, 2000.

         FOREIGN CURRENCY EXCHANGE RATE. REMEC's earnings and cash flow are
subject to fluctuations due to changes in foreign currency exchange rates. To a
certain extent, foreign currency exchange rate movements also affect REMEC's
competitive position, as exchange rate changes may affect business practices
and/or pricing strategies on non-U.S. based competitors. The primary foreign
currency risk exposure is related to U.S. dollar to British pound and U.S.
dollar and British pound to Euro conversions. Considering both the anticipated
cash flows from firm sales commitments and anticipated sales for the next
quarter, a hypothetical 10% weakening of the U.S. dollar relative to all other
currencies would not materially adversely affect expected second quarter fiscal
2001 earnings or cash flows. This analysis is dependent on actual export sales
during the next quarter occurring within 90% of budgeted forecasts. The effect
of the hypothetical change in exchange rates ignores the effect this movement
may have on other variables including competitive risk. If it were possible to
quantify this competitive impact, the results could well be different than the
sensitivity effects described above. In addition, it is unlikely that all
currencies would uniformly strengthen or weaken relative to the U.S. dollar. In
reality, some currencies may weaken while others may strengthen. REMEC reviews
its position each month for expected currency exchange rate movements.


                                     - 11 -
<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      The following exhibits are filed herewith:

         -         Exhibit 27    -  Financial Data Schedule

(b)      REMEC filed a Form 8-K during the quarter ended April 28, 2000
         disclosing the issuance of a press release on March 6, 2000 announcing
         REMEC's financial results for its fourth quarter of fiscal 2000 which
         ended January 31, 2000.


                                     - 12 -
<PAGE>


SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended, the registrant duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.



REMEC, Inc.
(Registrant)



By:                  /s/ Ronald E. Ragland
         -------------------------------------------
         Ronald E. Ragland
         Chairman and Chief Executive Officer




By:                  /s/ Michael D. McDonald
         -------------------------------------------
         Michael D. McDonald
         Chief Financial and Accounting Officer and Secretary


Date:    June 12, 2000


                                     - 13 -
<PAGE>


EXHIBIT INDEX


Exhibit
Number

27       Financial Data Schedule


                                     - 14 -