SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC 20549
                               FORM 10-Q
           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                OF THE SECURITIES EXCHANGE ACT OF 1934

FOR QUARTER ENDED:  March 31, 1999    COMMISSION FILE #: 2-67918-NY

                      MIKROS SYSTEMS CORPORATION
                      --------------------------   
          (Exact Name of Registrant as Specified in Charter)

          DELAWARE                             14-1598200
          --------                             ----------  
(State or Other Jurisdiction of    (I.R.S. Employer Identification#)
 Incorporation or Organization)

           707 Alexander Road, Suite 208, Princeton, NJ 08540
           -------------------------------------------------     
     (Address of Principal Executive Offices, Including Zip Code)

   Registrant's Telephone Number, Including Area Code: 609-987-1513

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 requirements for the past 90 days. [x]Yes [ ]No

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

                                                 OUTSTANDING  AT
           CLASS                                  March 31, 1999
----------------------------                     ----------------
COMMON STOCK, PAR VALUE $.01                     28,588,963 SHARES

















                      MIKROS SYSTEMS CORPORATION
                           TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION                                 Page #

   ITEM I - FINANCIAL STATEMENTS

   Balance Sheets at March 31, 1999 and December 31, 1998
   (Unaudited)................................................. 1

   Statements of Operations for the Three Months Ended
   March 31, 1999 and 1998 (Unaudited) ........................ 3

   Statements of Shareholders' Equity for the Years ended 
   1997 and 1998 and Three Months Ended March 31, 1999 
   (Unaudited)................................................. 4

   Statements of Cash Flows for the Three Months Ended
   March 31, 1999 and 1998 (Unaudited)......................... 5

   Notes to the Financial Statements........................... 6


   ITEM II

   Management's Discussion and Analysis of Financial
   Condition and Results of Operations......................... 11


PART II - OTHER INFORMATION.................................... 13

<PAGE>

                      MIKROS SYSTEMS CORPORATION
                            BALANCE SHEETS
                              (UNAUDITED)


                                     MARCH 31,    DECEMBER 31,
          ASSETS                       1999           1998
------------------------------    ------------    ------------

CURRENT ASSETS
  Cash                            $   20,565      $  100,983 

  Trade Accounts Receivable           15,233          22,023
  
  Prepaid Engineering Services        14,961         234,722 
  Other Current Assets                12,615           7,148 
                                  ------------    ------------

TOTAL CURRENT ASSETS                  63,374         364,876 
                                  ------------    ------------



EQUIPMENT                              71,170         71,170 
  
  Less:  Accumulated Depreciation     (41,080)       (36,080)       
                                  ------------    ------------
EQUIPMENT, NET                         30,090         35,090 
                                  ------------    ------------


PATENT COST, NET                       29,109         29,648
                                  ------------    ------------

TOTAL ASSETS                      $   122,573     $  429,614
                                  ============    ============

                   See Notes to Financial Statements















                      MIKROS SYSTEMS CORPORATION
                            BALANCE SHEETS
                              (UNAUDITED)

                                                    MARCH 31,    DECEMBER 31,
LIABILITIES AND SHAREHOLDERS' DEFICIENCY              1999          1998
-----------------------------------------         -----------   ------------
CURRENT LIABILITIES
  Accounts Payable                                 $   49,132       $ 69,173 
  Notes Payable
    Related Parties                                    72,500         72,500
    Other                                              35,000        105,000
  Obligations under Capital Leases                     26,063         26,063
  Accrued Payroll and Payroll Taxes                    27,108         25,932
  Accrued Expenses                                     16,517         48,220
  Deferred Contract Credits                  14,961        234,722
  Unliquidated Progress Payments and Other
    Customer Advances                                  15,000         15,000
                                                    ------------   ------------
TOTAL LIABILITIES                                     256,281        596,610
                                                    ------------   ------------

COMMITMENTS AND CONTINGENCIES

MANDATORILY REDEEMABLE SERIES C PREFERRED STOCK 
  par value $.01 per share, authorized 150,000
  shares, issued and outstanding 5,000 shares 
  in 1999 and 1998                                     80,450         80,450 
                                                   ------------  ------------
SHAREHOLDERS' DEFICIENCY
  Common Stock, par value $.01 per share,
  authorized 60,000,000 shares, issued and
  outstanding 28,588,963 shares in 1999 and 
  27,42,296 in 1998                                   285,890        274,223 

  Preferred Stock, convertible,
  par value $.01 per share, authorized 2,000,000
  shares, issued and outstanding 255,000 shares
  in 1999 and 1998                                      2,550          2,550

  Preferred Stock, Series B convertible, par value
  $.01 per share, authorized 1,200,000 shares, issued
  and outstanding 1,131,663 shares in 1999 and 1998    11,316         11,316 
 
  Preferred Stock, Series D, par value $.01 per
  share, 690,000 shares authorized, issued and
  outstanding in 1999 and 1998                          6,900          6,900 

  Capital in excess of par                         11,005,252     10,946,919 

  Accumulated deficit                             (11,526,066)   (11,489,354)
                                                  ------------   ------------

TOTAL SHAREHOLDERS' DEFICIENCY                    (   214,158)   (   247,446)
                                                  ------------   ------------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY     $  122,573     $  429,614
                                                  ============   ============

                        See Notes to Financial Statements
<PAGE>
<PAGE>

                    MIKROS SYSTEMS CORPORATION
                     STATEMENTS OF OPERATIONS
                           (UNAUDITED)

                                           Three Months Ended,
                                     March 31, 1999      March 31, 1998
                                     --------------      --------------
Revenues:
 Equipment Sales                       $       -           $ 333,592
 Contract Research and Development             -              46,874
 Royalties                                 5,650                   -        
                                      -----------           --------
Total Revenues                             5,650             380,466    
   
Cost of Sales:
  Equipment Sales                              -             317,618
  Contract Research and Development        4,500              41,914
                                      -----------            --------
Total Cost of Sales                        4,500              359,532          
                                      -----------            --------

Gross Margin                               1,150              20,934           
                                      -----------            -------

Expenses:
 Research & Development                  219,761              98,647
 General & Administrative                 39,936             143,870
 Interest                                      -              32,431
                                      -----------          ----------

Total Expenses                           259,697             274,948
                                      -----------          ----------
Net Loss before Extraordinary Items     (258,547)           (254,014)

Gain on the Sale of Contracts            219,761                  -
Gain on the Settlement of Accounts 
  Payable Obligations                       2,074                  -
                                      -----------          ----------
Total Extraordinary Items                 221,835                  -
                                      -----------          ----------
Net Loss                                  (36,712)          (254,014)
                                      ===========          ==========

Basic Loss per share                      $(0.01)             $(0.02)
Basic Income per share - Extraordinary      0.01                   -
                                       ----------          ----------
Basic Loss per share-net                  $ 0.00               $(0.02)         
                                       ==========          ==========
Weighted average number of
 shares outstanding                    13,451,452          13,451,452
                                       ===========         ===========
                              See Notes to Financial Statements

<PAGE>
                            MIKROS SYSTEMS CORPORATION
                 STATEMENTS OF SHAREHOLDERS  DEFICIENCY
                                   (UNAUDITED)
<TABLE>
<CAPTION>            Common            Preferred            Preferred
                      Stock              Stock               Stock B
                    $.01 PAR            $.01 PAR             $.01 PAR
                      VALUE              VALUE                 VALUE
                    ---------  -------  ---------  --------  ---------  ------ 
                                           PAR                  PAR      PAR
                      SHARES     VALUE     SHARES     VALUE     SHARES  VALUE
                    ---------  -------  ---------  --------  ---------  --------
                            <C>        <C>      <C>         <C>      <C> <C>

Balance-December 31,  11,846,952 $118,470 1,005,000 $10,050 1,131,663 $11,316
  1996
Year Ended December 31, 1997:
Issuance of Common Stock        854,500    8,545
Conversion of Preferred Stock   750,000    7,500   (750,000) (7,500)            
Net Loss
                           ----------  -------  --------- -------  ------ ------
Balance-December 31, 1997  13,451,452  134,515  255,000  2,550  1,131,663 11,316

Year Ended December 31, 1998:
Issuance of Common Stock        800,000    8,000
Conversion of Secured Debt   13,170,844  131,708                     
Net Income              
                      ----------  -------  --------- -------  ---------   -----
Balance-December 31, 1998  27,422,296  274,223  255,000  2,550  1,131,663 11,316
Three Months Ended 
   March 31, 1999
Conversion of Secured Debt    1,166,667   11,667      
Net Loss                    
                       ---------  -------  ---------  -------- ------  --------
Balance March 31, 199928,588,963 $285,890    255,000  $2,550 1,131,663 $11,316 
                       ========== ======= ======== ======== =========  =======
                           
                          Preferred
                           Stock D                Capital
                          $.01 PAR              in excess      Accumulated
                            VALUE                 of Par         Deficit
                          ---------    -------    ------------    -----------
                                             PAR
                               SHARES       VALUE
                          ---------    -------    ------------    -----------
Balance-December 31, 1996     690,000    $6,900     $10,218,548   $(11,278,643)
Year Ended December 31, 1997:
Issuance of Common Stock                                     29,830      
Conversion of Preferred Stock
Net Loss                                                     (604,550)         
                            --------   -------     -----------   ------------
Balance-December 31, 1997   690,000     6,900      10,248,378    (11,883,193)

Year Ended December 31, 1998:
Issuance of Common Stock                                     40,000    
Conversion of Secured Debt                                  658,541
Net Income                                                        393,839       
                            ---------  -------    -----------   ------------
Balance-December 31, 1998   690,000     6,900      10,946,919    (11,489,354)
Three Months Ended 
  March 31, 1999  
Conversion of Secured Debt                               58,333       
Net Loss                                                (36,712)  
                            ---------  -------    ------------   ------------
Balance March 31, 1999      690,000   $ 6,900    $(11,005,252)  $(11,526,066)
                        ======== =====  ========== =========
</TABLE>                        See Notes to Financial Statements
<PAGE>
                    MIKROS SYSTEMS CORPORATION
                     STATEMENTS OF CASH FLOWS
                           (UNAUDITED)

                                                The Three Months Ended
                                           March 31, 1999      March 31, 1998
                                           --------------      --------------
Cash Flows Provided (Used) by Operating
 Activities: 
  Net Loss                                   $( 36,712)           $ (254,014)

Adjustments to reconcile Net Loss
 to Net Cash Provided (Used) by Operating
 Activities:
  Depreciation and Amortization                  5,539                 2,344
  Settlement of Accounts Payable                (2,074)                    -
Net Changes in Operating Assets and
 Liabilities:
 (Increase) Decrease in:
   Accounts Receivable                           6,790               400,667 
   Unbilled Receivables                              -                 3,837
   Inventories                                       -                 5,293
   Other Current Assets                         (5,467)                 (349)
   Other Assets                                      -                  (380) 
 Increase (Decrease) in:
   Accounts Payable                            (17,967)              (23,925) 
   Accrued Payroll and Payroll Taxes             1,176                 9,916  
   Unliquidated Progress Billings and
     Other Customer Advances                         -              (107,849)
   Other Liabilities and Interest              (31,703)               (3,172) 
                                              ---------             ---------
 Net Cash Provided (Used) by Operations        (80,418)               32,368
                                             
 Cash Flows Provided (Used) by Financing
 Activities:
   Repayment of Debt and Capital Leases              -                (2,324)
                                                ---------            ----------
Net Cash Provided (Used) by Financing
 Activities:                                          -               (2,324) 
                                               ---------             ---------
Net Increase (Decrease) in Cash                ( 80,418)              30,044
Cash at Beginning of Period                     100,983               85,592 
                                               ---------             ---------
Cash at End of Period                         $  20,565            $ 115,636
                                              ==========            ==========
Supplemental disclosure of cash flow
 information:
 Cash paid during the quarter for interest    $       -            $     219 
                                             
Supplemental disclosure of non-cash 
 information:
  Engineering Services Utilized              $217,961            $       -   
  Stock Issued from Conversion of Secured
    Debt                      $ 70,000            $       -   
                     
               See Notes to Financial Statements

<PAGE>
<PAGE>                 
                       MIKROS SYSTEMS CORPORATION
                   NOTES TO THE FINANCIAL STATEMENTS
                              (UNAUDITED)


NOTE A - BASIS OF PRESENTATION 
------------------------------

The Company's financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates the continuation
of the Company as a going concern. The Company has sustained substantial
operating losses in recent years. In addition, the Company has utilized
substantial amounts of working capital in its operations. Further, at March
31, 1999, its current liabilities exceed its current assets by $192,907.
     
As shown in the accompanying financial statements, although the Company      
recorded an operating loss before extraordinary items of $258,547 and a net
loss of $36,712 after extraordinary items for the three months ended March 31,
1999. As of March 31, 1999, the Company had an accumulated deficit of
$11,526,066. 

In view of these matters, realization of a major portion of the assets in      
the accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent on the Company being able to obtain
financing to support further development for its commercial wireless business
and continuing operations. Management believes that actions presently being
taken to revise the Company s operating and financial requirements provide the
opportunity to continue as a going concern.  

As permitted by rules of the Securities and Exchange Commission applicable to
quarterly reports on Form 10-Q, these notes are condensed and do not contain
all disclosures required by generally accepted accounting principles.
Reference should be made to the financial statements and related notes
included in the Company's 1998 Annual Report on Form 10-K.

In the opinion of the management of Mikros Systems Corporation, the
accompanying financial statements contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the Company's financial
position at March 31, 1999, the changes in deficiency in assets, and the
results of operations, and cash flows for the three-month periods ended
March 31, 1999 and 1998.
           
The results disclosed in the Statements of Operations for the three months
ended March 31, 1999 are not necessarily indicative of the results to be
expected for the full year.








NOTE B - NOTES AND LOANS PAYABLE
--------------------------------

1) Outstanding Debt is summarized as follows:

                                            03/31/99      12/31/98
                                            --------      --------
  Related Parties                             72,500        72,500
  Other Notes Payable                         35,000       105,000
                                            --------      --------
                                            $105,500      $177,500
                                            ========      ========

2)  Financing Transactions
--------------------------

1996 Financing
--------------
In a series of transactions from February through May 1996, the Company issued
secured promissory notes and warrants to raise an aggregate of $641,500
(including $122,500 from officers and directors). The promissory notes were
for a term of approximately eighteen months, bearing interest at 12% on the
unpaid balance, and were secured by certain assets of the Company.  In
addition, the Company issued warrants to purchase five (5) shares of Common
Stock at $0.01 per share for each dollar of debt.  The value of the warrants
was immaterial, and no accounting recognition was given to their issuance.

In October 1996, all of the note holders of the 1996 and the 1992-93
financings agreed to a deferral of principal payments in exchange for the
right to convert outstanding debt to Common Stock of the Company at a rate of
one (1) share of stock for $1.00 of debt.  The Company determined that the
fair value of the conversion feature was immaterial.  Accordingly, no
accounting recognition has been given to this modification of terms.

During 1998, the Company paid the investors all of the interest accrued on
promissory notes payable through May 15, 1998. No additional interest accrued
after that date. At that time, it offered to convert the notes at face value
to stock valued at $.06 per share in order to restructure its debt. Most of
the investors elected to convert. As a result, 8,504,177 shares of common
stock were issued. Three of its investors (not related parties) chose not to
convert notes totalling $105,000. 

In February 1999, two of the remaining three investors converted their debt,
totalling $70,000, under the same terms as debt exchanged in 1998. As a
result, 1,166,167 shares were issued in March, 1999. There is one remaining
investor (not related party) who has not converted as of March 31, 1999. The
note is included in Notes Payable.

Safeguard Scientifics (Delaware) Inc. (SSI)
-------------------------------------------

On November 15, 1996, the Company, all of its secured creditors from its 1996
and 1992-93 financings and SSI entered into an agreement.  Under the agreement
SSI paid $1,000,000 to the Company.  

-    SSI received:  1) 1,912,000 shares of Common Stock of the Company; 2) a
     warrant to purchase 2,388,000 shares of Common Stock at $0.65 per share;
     3) a warrant to purchase 3,071,000 shares at $0.78 per share; 4) a 75%
     interest in an exclusive, royalty-free, perpetual license of the AM
     technology in the United States, Canada and Mexico (through SSI's
     ownership in MBC); and 5) a 33 1/3% interest in the FM and AM technology
     (through SSI's ownership in 3D).  This transaction is more fully
     described below.

-    Two (2) new companies were formed, Data Design and Development
     Corporation (3D) and Mobile Broadcasting Corporation (MBC).  The Company
     received one-third of 3D in exchange for certain of its AM and FM
     technology.  SSI received one-third of 3D in exchange for a commitment
     to invest up to $1,000,000 in MBC.  The secured creditors received one-
     third of 3D and released their security interest in the technology
     transferred.  The Company received 25% of MBC for $50.  SSI received 75%
     of MBC for $200,000.

-    3D granted MBC an exclusive, royalty-free, perpetual license to the AM
     technology in the United States, Canada and Mexico.  3D granted the
     Company an exclusive, royalty-free, perpetual license to the FM
     technology in the United States, Canada and Mexico.  3D retained rights
     to the AM and FM technology in the rest of the world.  The Company and
     MBC entered into a consulting arrangement under which the Company was
     paid for the development of the AM technology.  3D owns the rights to
     such technology.

The Company is unable to assign fair values to these transactions.  No amount
of cash consideration was considered attributable to a sale of the AM or FM
technology or to the license thereto.  No gain was recognized on the transfer
of the technology.  The entire amount of the cash consideration received from
SSI was recorded as a sale of Common Stock.

In connection with the sale of the Common Stock and the Warrants, the Company
granted to SSI certain piggyback and demand registration rights with respect
to the Common Stock and the Common Stock underlying the Warrants.  In
addition, the Company granted to SSI a right of first refusal pursuant to
which, subject to certain conditions, in the event the Company issues, sells
or exchanges any securities, it must first offer such securities to SSI and
such offer must remain open and irrevocable for 30 days.  Such right of first
refusal may only be waived in writing and terminates at such time as SSI owns
less than 10% of the Common Stock.

Pursuant to the Purchase Agreement, as long as SSI owns 1% or more of the
Company's outstanding equity securities, on a fully-diluted basis, the Company
is obligated to, among other things:(i) permit SSI to inspect the operations
and business of the Company; and (ii) fix and maintain the number of Directors
on the Board of Directors at eight members.  In addition, the Purchase
Agreement also provides that as long as SSI owns such 1%, the Company is
subject to certain negative covenants, including, among other things,
restrictions on:  (i) transactions with affiliates of the Company; (ii)
certain indebtedness; and (iii) amendments to the Company's Certificate of
Incorporation and Bylaws.

In connection with the transaction, the Company entered into a voting
agreement pursuant to which Joseph R. Burns, Thomas J. Meaney, Wayne E. Meyer,
Frederick C. Tecce and John B. Torkelsen, each a director of the Company
(collectively, the "Management Shareholders"), agreed to vote an aggregate of
approximately 6,659,214 votes for the election of two designees of SSI to the
Board of Directors of the Company.

1992-93 Financing
-----------------
In a series of transactions consummated on October 27, 1992 and April 27,
1993, Joseph R. Burns, Thomas J. Meaney, Wayne E. Meyer, Frederick C. Tecce,
and John B. Torkelsen, individually and not as a group, (collectively referred
to herein as the "Investors") acquired certain loan and equity interests in
the Company from other debt and equity holders. 

Pursuant to such transactions, each of the Investors acquired, in
consideration of an aggregate of $250,000 (each of the Investors individually
paying $50,000 in cash), twenty percent of (i) 50,000 shares of Common Stock,
$.01 par value ("Common Stock"), of the Company, (ii) promissory notes of the
Company in the aggregate principal amount of $916,875 (collectively, the
"Investor Notes"), (iii) warrants ("Series C Warrants") to purchase 97,500
shares of Series C Preferred Stock, $.01 par value, of the Company and (iv)
certain loan and equity rights in the Company, including without limitation,
rights under loan agreements, an investment agreement, a note purchase
agreement, and all documents related to such agreements.

Pursuant to such loan documents, among other things, the Company is prohibited
from paying dividends on its Common Stock, the Company has granted to the
Investors a security interest in all of the assets of the Company and the
Investors have the right to designate 2/7ths of the Board of Directors of the
Company, which right has not been exercised.  Each of Messrs. Burns, Meaney,
Meyer and Torkelsen is a Director of the Company.

In December 1993, the Investors agreed to reduce the amounts owed by the
Company under the Investor Notes, including unpaid interest,  in exchange for
shares of Common Stock and Preferred Stock issued by the Company. In return
for a reduction in debt of $416,875 and accrued interest of $273,125, the
Company issued 2,750,000 shares of Common Stock and 690,000 shares of Series D
Preferred Stock which provides for an annual cumulative dividend of $.10 per
share. The Investor Notes were modified to provide for principal payments in
sixteen quarterly installments beginning January 1, 1994 and ending on October
1, 1997.

Interest at 14% per annum on the unpaid principal balance was due in quarterly
installments beginning on March 31, 1994. As additional consideration for the
modification of such loans, the Company extended the exercise period for the
Series C Warrants until April 25, 1999.  As of December 31, 1996, the Company
was in arrears on six quarterly principal payments.  In October 1996, the
Investors authorized deferral of the remaining $312,500 of principal payments
until 1998. 
 
<PAGE>
During 1998, the Company paid the investors all of the interest accrued on
these payable notes through May 15, 1998. At that time, it offered to convert
the notes at face value to stock valued at $.06 per share in order to
restructure its debt. There were 4,166,668 shares issued as a result. One of
the investors chose not to convert his notes which totalled $62,500. This
amount is included in Notes Payable as of March 31, 1999.

The Company ceased accruing interest on the remaining debt as of May 15, 1998. 
<PAGE>
<PAGE>
Part I. Item II.


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

REVENUE
-------
Total revenues were $5,650 for the first quarter ended March 31, 1999
compared to $380,466 for the same period in 1998. The revenues are 100% from
royalties relative to the Company's 1998 divestiture of certain government
contracts.

In 1999, there were no revenues from equipment sales. In 1998, revenues from
equipment sales were $333,592 or 87.7% of total revenue. The 1998 equipment
revenues represent the final revenues on the Company s government contracts.
  
In 1999, there were no revenues research and development contracts. Research
and development revenues in 1998 were $46,874 or 12.3% for the first
quarter. The 1998 research and development revenues represent the revenues on
two contracts which were completed in the first quarter.

COST OF SALES
-------------
Total Cost of Sales for the quarter ended March 31, 1999 was $4,500 or 90% of
revenues  compared to  $359,532 or 94.5% of total revenue. Equipment Cost of
Sales was $0 for the first quarter of 1999 compared to $317,618 in the first
quarter of 1998.  Cost of Sales for Contract R & D was $4,500 and $41,914 in
the first quarter of 1999 and 1998, respectively.  

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
Selling, General and Administrative expenses for the quarter ended March 31,
1999 was $39,936 versus $143,870 in the quarter ended March 31, 1998, a
decrease of $103,934 or 72.2%.  This decrease is due mainly to downsizing 
into 1998.

INTEREST EXPENSE
----------------
No interest expense was recorded during the first quarter of 1999. Interest
expense was $32,431 in the quarter ended March 31, 1998.

NET LOSS 
--------
Net loss for the quarter ended March 31, 1999 was $36,712 versus a net loss
of $254,014 for the same period in 1998.  Although the level of revenues were
significantly less, the increase in the net loss was not proportionately
greater due to cost reductions implemented by management.








<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Since its inception, the Company has financed its operations through debt,
private and public offerings of equity securities and cash generated by
operations. 

As of March 31, 1999, the Company had negative cash flow from operations of
approximately $80,000 compared to positive cash flow from operations of
approximately $32,000 in the first quarter of 1998.  There was negative
working capital of approximately $193,000 as of March 31, 1999 as compared to
negative working capital of approximately $332,000 as of March 31, 1998.

As of March 31, 1999, the Company could not meet its remaining principal
repayment obligations under the 1996 Financing and the 1992-93 Financing. The
Company has ceased accruing interest on its notes payable as of May 15, 1998.
Management is attempting to finalize the restructuring of its remaining note
obligations with one related party and other note holders.

A substantial portion of the Company s costs and expenses is represented by
labor, related benefits and subcontractors.  In 1998, the Company decreased
its number of employees from 19 to 3. 

Commencing April 10, 1998, for a period of four years, the Company will
receive a royalty of 2% of all data terminal sales by GAC. The royalty
agreement provides for quarterly reports and payments based on the GAC
shipments and receipts during the quarter.
 
The Company intends to continue the development and marketing of its
commercial applications of its wireless communications technology both
directly and through its relationship with MBC. In order to continue such
development and marketing, the Company will be required to raise additional
funds. The Company intends to consider the sale of additional debt and equity
securities under appropriate market conditions, alliances or other partnership
agreements with entities interested in supporting the Company s commercial
programs, or other business transactions which would generate resources
sufficient to assure continuation of the Company s operations and research
programs.  There can be no assurance, assuming the Company successfully raises
additional funds or enters into business alliances, that the Company will
achieve profitability or positive cash flow.  If the Company is unable to
obtain additional adequate financing or enter into such business alliances,
management will be required to sharply curtail its operations.  Failure to
obtain such additional financing on terms acceptable to the Company may
materially adversely affect the Company s ability to continue as a going
concern.

Based upon the foregoing there is a sufficient risk that the Company will not
be able to continue as a going concern.

The Company anticipates that its existing working capital will be sufficient
to fund the Company's operations through the end of 1999.
<PAGE>
PART II OTHER INFORMATION

Year 2000 Compliance
--------------------

Assessment.  The Company believes that its exposure to Year 2000 problems lies
primarily in three areas:  (i) its internal operating systems; (ii) Year 2000
compliance of any products sold to customers; and (iii) non-compliance of
third parties with whom the Company has material relationships.  The Company
has completed its assessment with respect to its internal operating systems. 
The Company continues to evaluate its exposure with respect to its products
sold to customers and its relationships with third parties.

Internal Operating Systems.  The Company believes its internal accounting
system are not currently Year 2000 compliant,  The Company does not believe
that there will be future significant costs related to upgrading or replacing
such accounting system.

Products Sold to Customers.  The Company is continuing to analyze the extent
to which any products sold to customers are not Year 2000 compliant.  The
Company does not believe any required remediation will be significant or will
materially adversely affect the Company's financial condition and results of
operations.

Third Party Relationships.  The Company is dependent on third party service
providers and partners such as telephone companies, banks, insurance carriers,
auditors and marketing partners.  The failure of such third parties to deliver
Year 2000 compliant products or to remediate their internal systems could
jeopardize the Company's ability to meet its obligations to its customers.  As
a result, the Company is presently conducting inquiries of its outside
vendors, suppliers, service providers and marketing partners to identify and
resolve Year 2000 exposure from third parties.  Upon completion of the
foregoing, the Company will be able to assess such exposure and financial
impact, if any, should such parties fail to be Year 2000 compliant.

Risks of Year 2000 Issues.  The Company expects to identify and resolve all
Year 2000 problems that could materially adversely affect its business,
financial condition or results of operations.  However, the Company believes
that it is not possible to determine with complete certainty that all Year
2000 problems affecting the Company have been identified or corrected. 
Further, the Company cannot accurately predict how many failures related to
the Year 2000 Problem will occur or the severity, duration or financial
consequences of such failures.

Additionally, the Company cannot guarantee that its products will not be
integrated by customers or interact with non-compliant software or other
products which may expose the Company to claims from its customers.

Costs.  Other than time spent by the Company's personnel, the costs associated
with remediating non-compliant products and assessing Year 2000 compliance
issues have not been significant to date.  The Company believes that the
continued analysis of compliance of products and evaluation of potential Year
2000 problems will not result in material expenditures.

Contingency Plans.  The Company believes its plans for addressing the Year
2000 Problem are adequate. The Company does not believe it will incur a
material financial impact from system failures, or from the costs associated
with assessing the risks of failure, arising from the Year 2000 Problem. 
Consequently, the Company does not intend to create a detailed contingency
plan.  In the event that the Company does not adequately identify and resolve
its Year 2000 issues, the absence of a detailed contingency plan may
materially adversely affect the Company's business, financial condition and
results of operations.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K.

a)   Exhibits.   None.
b)    Reports on Form 8-K.
c)   No reports on Form 8-K have been filed during the quarter for which
     this report is filed.<PAGE>
                                SIGNATURES

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

                                   Mikros Systems Corporation
                                   (Registrant)


Dated:  May 14, 1999

                                   /s/ Thomas J. Meaney
                                   --------------------
                                   Thomas J. Meaney
                                   President
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