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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

              Annual Report pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                  FOR THE FISCAL YEAR ENDED SEPTEMBER 28, 1997
                         Commission File Number: 0-4384

                              MICRODYNE CORPORATION
             (Exact name of Registrant as specified in its charter)

              MARYLAND                                   52-0856493
  (State or other jurisdiction of           (IRS Employer Identification Number)
   incorporation or organization)

                  3601 EISENHOWER AVENUE, ALEXANDRIA, VA 22304
               (Address of principal executive offices) (Zip Code)

                                 (703) 329-3700
              (Registrant's telephone number, including area code)

          Securities registered pursuant to Section 12(b) of the Act:
                                      None

          Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $0.10 Par Value
                                (Title of Class)

INDICATE BY CHECK MARK 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 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND, (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENT FOR THE PAST 90 DAYS. YES X NO ____

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. (   )

THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT, BASED ON THE AVERAGE BID AND ASKED PRICES, APPROXIMATES $79,837,795
AS OF THE CLOSE OF BUSINESS ON DECEMBER 15, 1997.

THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF COMMON
STOCK AS OF THE CLOSE OF BUSINESS ON DECEMBER 15, 1997 IS 13,034,742 SHARES OF
COMMON STOCK, $0.10 PAR VALUE.

DOCUMENTS INCORPORATED BY REFERENCE: THE INFORMATION REQUIRED BY PART III (ITEMS
10,11,12,AND 13) IS INCORPORATED BY REFERENCE FROM THE REGISTRANT'S DEFINITIVE
PROXY STATEMENT REQUIRED TO BE FILED PURSUANT TO REGULATION 14A.

SEE PAGE 35 FOR EXHIBITS.

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SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

MICRODYNE CORPORATION

                          By: /s/ Michael E. Jalbert             July 6, 1998
                              -------------------------------
                                Michael E. Jalbert
                                President and Chief Executive 
                                Officer

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

PRINCIPAL EXECUTIVE OFFICER:


/s/ Michael E. Jalbert        President                     July 6, 1998
----------------------        Chief Executive Officer   
Michael E. Jalbert            Director               
                              


PRINCIPAL FINANCIAL OFFICER:


/s/ Massoud Safavi            Chief Financial Officer       July 6, 1998
-------------------
Massoud Safavi


/s/ Philip T. Cunningham      Director                      July 6, 1998
------------------------      Chairman, Board of Directors
Phillip T. Cunningham         


----------------------        Director
Gregory W. Fazakerley


                              Director                   
---------------------
H. Brian Thompson


/s/ Curtis M. Coward          Director                      July 6, 1998
--------------------
Curtis M. Coward


/s/ Christopher M. Maginniss  Director                      July 6, 1998
----------------------------
Christopher M. Maginiss



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                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT No.          DESCRIPTION                                        SEQUENTIAL PAGE NO.

<S>                  <C>                                                <C>
2.1                  Merger Agreement between                           Incorporated by reference
                     Federal Technology Corporation                     to Exhibit 2.1 to the
                     and Registrant, dated March 7,                     Registrant's 1991 Form S-4
                     1991.                                              Registration Statement.

3.1                  Articles of Merger.                                Incorporated by reference
                                                                        to Exhibit 3.1 to the
                                                                        Registrant's 1991 Form S-4
                                                                        Registration Statement.

3.2                  Articles of Amendment and                          Incorporated by reference
                     Restatement of Articles of                         to Exhibit 4(A)(1) to the
                     Incorporation of Registrant.                       Registrant's 1989 Form S-2
                                                                        Registration Statement.

3.3                  Bylaws of Registrant.                              Incorporated by reference
                                                                        to Exhibit 4(B)(1) to the
                                                                        Registrant's 1990 Form S-3
                                                                        Registration Statement.

4.1                  Specimen Common Stock                              Incorporated by reference
                     Certificate.                                       to Exhibit 49A) to the
                                                                        Registrant's 1979
                                                                        Registration Statement
                                                                        (File. No. 2-634130).

10.3                 Form of Amended and Restated                       Incorporated by reference
                     1991 Key Employee Stock                            to Exhibit 4.1 to the
                     Option Plan.                                       Registrant's Registration
                                                                        Statement on Form S-8
                                                                        dated May 6, 1992
                                                                        (File No. 33-47709).

10.7                 Form of 1993 Non-Employee                          Incorporated by reference
                     Directors Stock Option Plan.                       to Exhibit 10.7 to
                                                                        Registrant's 1994
                                                                        Form 10-K Annual Report

10.8                 Form of 1992 Employee Stock                        Incorporated by reference
                     Purchase Plan.                                     to Exhibit 4.1 to the
                                                                        Registrant's Registration
                                                                        Statement on Form S-8
                                                                        dated May 6, 1992
                                                                        (File No. 33-47710).
</TABLE>


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<TABLE>
<S>                  <C>                                                <C>
10.9                 Credit Agreement dated                             Incorporated by reference
                     January 27, 1995 among the                         to Exhibit 10.11 to
                     Registrant, Crestar Bank and                       Amendment No. 2 to the
                     NBD Bank                                           Registrant's 1995 Form S-3
                                                                        Registration Statement

10.10                First Amendment to Credit                          Incorporated by reference
                     Agreement among the Registrant,                    to Exhibit 10.12 to
                     Crestar Bank and NBD bank, dated                   Amendment No. 2 to the
                     October 26, 1995                                   Registrant's 1995 Form S-3
                                                                        Registration Statement

10.11                Second Amendment to Credit                         Incorporated by reference
                     Agreement among the Registrant,                    to Exhibit 10.11 to
                     Crestar Bank and NBD bank, dated                   Registrant's 1996 Form
                     June 30, 1996.                                     10K Annual Report

10.12                Third Amendment to Credit                          Incorporated by reference
                     Agreement among the Registrant,                    to Exhibit 10.12 to
                     Crestar Bank and NBD bank, dated                   Registrant's 1996 Form
                     August 19, 1996.                                   10K Annual Report


10.13                Fourth Amendment to Credit                         Incorporated by reference
                     Agreement among the Registrant,                    to Exhibit 10.13 to
                     Crestar Bank and NBD bank, dated                   Registrant's 1996 Form
                     September 27, 1996.                                10K Annual Report


10.14                Incentive Stock Option Plan of                     Incorporated by reference
                     1988 ("1988 Plan").                                to Exhibit No. 1 to
                     Registrant's Form 8-K                              Report dated April 27,
                                                                        1988 (File No. 0-4384).

10.15                Amendment of 1988 Plan adopted                     Incorporated by reference
                     by the Board of Directors on                       to Exhibit No. 4(F)(1)(a) to
                     June 27, 1989.                                     Registrant's 1989 Form
                                                                        10-K Annual Report.

10.16                Amendment of 1988 Plan adopted                     Incorporated by reference
                     by the Board of Directors on                       to Exhibit No. 10(G)(3) to
                     January 25, 1990.                                  Registrant's 1990 Form
                                                                        10-K Annual Report.

10.18                Microdyne Corporation 401-K                        Incorporated by reference
                     Summary Plan Description.                          to Exhibit No. 10.18 to the
                                                                        Registrant's September 30,
                                                                        1992 10K.
</TABLE>
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<TABLE>
<S>                  <C>                                                <C>
10.19                Federal Technology Corporation                     Incorporated by reference
                     Long-Term Incentive Plan.                          to Exhibit No. 10 to the
                                                                        Registrant's June 21, 1991
                                                                        Form 10-K.

10.20                Token Ring Purchase Agreement                      Incorporated by reference
                     dated July 26, 1994 between the                    to Exhibit 1 to the
                     Registrant and Digital                             Registrant's Form 8-K
                     Communications Associates.                         Report dated July 29, 1994.
                                                                        (File No. 0-4384)

10.21                Noncompetition Agreement dated                     Incorporated by reference
                     June 21, 1995 between Microdyne                    to Exhibit 10.1 to
                     Corporation and Philip T.                          Amendment No. 1 to the
                     Cunningham                                         Registrant's 1995 Form S-3
                                                                        Registration Statement

10.22                Executive Employment Agreement                     Incorporated by reference
                     dated October 24, 1995 between                     to Exhibit 10.2 to
                     Microdyne Corporation and Philip                   Amendment No. 1 to the
                     T. Cunningham                                      Registrant's 1995 Form S-3
                                                                        Registration Statement

10.23                WNIM Purchase Agreement dated                      Incorporated by reference
                     June 14, 1994 between Microdyne                    to Exhibit 10.3 to
                     Peyton Street Corporation and                      Amendment No. 1 to the
                     Gateway Communication, Inc.                        Registrant's 1995 Form S-3
                                                                        Registration Statement

10.24                Asset Purchase Agreement dated                     Incorporated by reference
                     June 14, 1994 between Microdyne                    to Exhibit 10.4 to
                     Peyton Street Corporation and                      Amendment No.1 to the
                     Gateway Communications, Inc.                       Registrant's 1995 Form S-3
                                                                        Registration Statement

10.25                Asset Purchase Agreement dated                     Incorporated by reference
                     January 6, 1995 between the                        to Exhibit 1 to the
                     Registrant and Artisoft, Inc.                      Registrant's Form 8-K
                                                                        dated January 6, 1995

10.26                Asset Purchase Agreement dated                     Incorporated by reference
                     January 6, 1995 between the                        to Exhibit 1 to the Registrant's
                     Registrant and Artisoft, Inc.                      Form 8-K dated January 6, 1995

10.27                Asset Purchase Agreement dated                     Incorporated by reference
                     September 12, 1995 between the                     to Exhibit 1 to Amendment
                     Registrant and National                            No.1 to the Registrant's 1995
                     Semiconductor Corporation                          Form S-3 Registration Statement
</TABLE>
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<TABLE>
<S>                  <C>                                                <C>
10.28                License Agreement between                          Incorporated by reference
                     Novell Inc. and the Registrant                     to Exhibit No. 10.8 to
                     Dated July 31, 1992                                Amendment No. 2 to the
                                                                        Registrant's 1995 Form
                                                                        S-3 Registration Statement

10.29                OEM Agreement between                              Incorporated by reference
                     Novell Inc. and the Registrant                     to Exhibit No. 10.9 to
                     Dated June 14, 1994                                amendment No. 2 to the
                                                                        Registrant's 1995  Form S-3
                                                                        Registration Statement

10.30                Technology Purchase Agreement                      Incorporated by reference
                     between Novell Inc. and the Registrant             to Exhibit 10.30 to the
                     Dated April 22, 1996                               Registrant's 1996 Form 10-K
                                                                        Annual Report


10.31                Agreement between Epson America,                   Incorporated by reference to
                     Inc. and the Registrant Dated                      Exhibit 10.31 to the Registant's
                     March 20, 1996.                                    1996 Form 10-K Annual Report

10.32*               Amendment One to the agreement                     Filed with this Form 10-K
                     between Epson America, Inc. and the
                     Registrant Dated January 20, 1997.
                     Portions of this exhibit have been
                     omitted pursuant to a request for
                     confidential treatment.

10.33*               Amendment Two to the agreement                     Filed with this Form 10-K
                     between Epson America, Inc. and the
                     Registrant Dated August 1, 1997.
                     Portions of this exhibit have been
                     omitted pursuant to a request for
                     confidential treatment.

10.34                Agreement between Alpine Electronics               Filed with this form 10-K
                     of America Inc. and the Registrant
                     Dated September 26, 1997


10.35                Fifth Amendment to Credit                          Filed with this form 10-K
                     Agreement among the Registrant,
                     Crestar Bank and NBD bank
                     Dated March 14, 1997

10.36                Sixth Amendment to Credit                          Filed with this form 10-K
                     Agreement among the Registrant,
                     Crestar Bank and NBD bank
</TABLE>
<PAGE>   7
<TABLE>
<S>                  <C>                                                <C>
                     Dated June 17, 1997

10.37                Seventh Amendment to Credit                        Filed with this form 10-K
                     Agreement among the Registrant,
                     Crestar Bank and NBD bank
                     Dated September 15, 1997

10.38                Employment Agreement dated                         Filed with this form 10-K
                     February 10, 1997 between Microdyne
                     Corporation and Michael E.
                     Jalbert

10.39                Agreement between the Italian Ministry             Filed with this form 10-K
                     of Defense and the Registrant
                     Dated December 6, 1996

11.1                 Statement regarding computation of                 Filed with this Form 10-K
                     per-share earnings.

23.1                 Consent of Grant Thornton to the                   Filed with this Form 10-K
                     incorporation by reference in the
                     Registration Statements on Form S-8
                     dated December 27, 1991, February
                     28, 1992, May 6, 1992, March 3, 1995,
                     November 2, 1995, and October 7, 1996.

27.1                 Financial Data Schedule                            Incorporated by reference
                                                                        to Exhibit No. 27 to
                                                                        Amendment No. 1 to the
                                                                        Registrant's 1995 Form S-3
                                                                        Registration Statement.
</TABLE>

* Portions of the exhibit have been omitted pursuant to a request for
  confidential treatment filed with the Securities and Exchange Commission.