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, 1997    COMMISSION FILE #: 2-67918-NY

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

          DELAWARE                            14-1598-200
          --------                            -----------  
(State or Other Jurisdiction of    (I.R.S. Employer Identification#)
 Incorporation or Organization)

                3490 U.S. Route 1, 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, 1997 
----------------------------                     ----------------
COMMON STOCK, PAR VALUE $.01                       12,190,702 SHARES

CONVERTIBLE PREFERRED STOCK,                        1,005,000 SHARES
     PAR VALUE $.01

SERIES B PREFERRED STOCK                            1,131,663 SHARES
     PAR VALUE $.01

SERIES C PREFERRED STOCK                                5,000 SHARES
     PAR VALUE $.01

SERIES D PREFERRED STOCK                              690,000 SHARES
     PAR VALUE $.01
--------------------------------------------------------------------

<PAGE>

                      MIKROS SYSTEMS CORPORATION

                           TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION                                 Page #

   ITEM I - FINANCIAL STATEMENTS

   Balance Sheets at March 31, 1997 and December 31, 1996
   (Unaudited)................................................. 1

   Statements of Operations for the Three Months Ended
   March 31, 1997 and 1996 (Unaudited) ........................ 3

   Statements of Shareholders' Equity for the Years ended 
   1995 and 1996 and Three Months Ended March 31, 1997 
   (Unaudited)................................................. 4

   Statements of Cash Flows for the Three Months Ended
   March 31, 1997 and 1996 (Unaudited)......................... 5

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


   ITEM II

   Management's Discussion and Analysis of Financial
   Condition and Results of Operations......................... 10



PART II - OTHER INFORMATION.................................... 12

<PAGE>

                      MIKROS SYSTEMS CORPORATION
                            BALANCE SHEETS
                              (UNAUDITED)


                                     MARCH 31,    DECEMBER 31,
          ASSETS                      1997            1996
------------------------------    ------------    ------------

CURRENT ASSETS
  Cash                            $  322,999      $  395,120 

  Accounts Receivable
    Government                       320,387         441,826 
    Trade                            278,643         198,298 

  Inventories                        187,189         153,192 

  Other Current Assets                21,376          16,508 
                                  ------------    ------------

TOTAL CURRENT ASSETS               1,130,594       1,204,944 
                                  ------------    ------------

FIXED ASSETS
  Equipment                          741,571         679,060 

  Furniture and Fixtures              61,655          59,207 

  Leasehold Improvements               8,396           3,408 
                                  ------------    ------------
                                     811,622         741,675 
  Less:  Accumulated Depreciation
         and Amortization           (555,671)       (535,547)
                                  ------------    ------------

FIXED ASSETS, NET                    255,951         206,128 
                                  ------------    ------------

OTHER ASSETS:
 Unbilled Receivables                 47,788          52,612 

 Patent Costs, Net                    15,491          15,785

 Other Assets                         19,814          17,825
                                  ------------    ------------
TOTAL OTHER ASSETS                    83,093          86,222
                                  ------------    ------------

TOTAL ASSETS                      $1,469,638      $1,497,294
                                  ============    ============


                   See Notes to Financial Statements

<PAGE>

                      MIKROS SYSTEMS CORPORATION
                            BALANCE SHEETS
                              (UNAUDITED)
           LIABILITIES AND                          MARCH 31,    DECEMBER 31,
    SHAREHOLDERS' EQUITY (DEFICIENCY)                 1997           1996
------------------------------------------         -----------   ------------
CURRENT LIABILITIES
  Accounts Payable                                 $  512,537     $  507,249 
  Notes Payable
    Bank                                                9,271          9,271 
    Related Parties                                   134,166         20,000
    Other                                             220,083         18,302
  Obligations under Capital Leases                     24,616         29,492 
  Accrued Payroll and Payroll Taxes                    48,505         50,922
  Accrued Interest                                      3,223          3,866
  Accrued Vacations                                    67,304         55,285
  Accrued Expenses                                    200,380        128,743
 Unliquidated Progress Payments and Other
  Customer Advances                                   649,564        507,471
                                                  ------------   ------------
TOTAL CURRENT LIABILITIES                           1,869,649      1,330,601 
                                                  ------------   ------------
NOTES PAYABLE
    Bank                                                7,692        10,017 
    Related Parties                                   218,334       527,500 
    Others                                            427,667       446,500 
OBLIGATIONS UNDER CAPITAL LEASES-NONCURRENT             9,528        15,585 
                                                  ------------  ------------
TOTAL LIABILITIES                                   2,532,870     2,330,203 
                                                  ------------  ------------
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 1997 and 1996                                     80,450        80,450 
                                                  ------------  ------------
SHAREHOLDERS' EQUITY (DEFICIENCY)
  Common Stock, par value $.01 per share,
  authorized 25,000,000 shares, issued and
  outstanding 12,190,702 shares in 1997 and
  11,846,952 in 1996                                  121,907       118,470 
  Preferred Stock, convertible,
  par value $.01 per share, authorized 2,000,000
  shares, issued and outstanding 1,005,000 shares
  in 1997 and 1996                                     10,050        10,050 
  Preferred Stock, Series B convertible, par value
  $.01 per share, authorized 1,200,000 shares, issued
  and outstanding 1,131,663 shares in 1997 and 1996    11,316        11,316 
  Preferred Stock, Series D, par value $.01 per share 
  690,000 shares authorized, issued and outstanding in
  1997 and 1996                                         6,900         6,900 

  Capital in excess of par                         10,230,923     10,218,548 
  Accumulated deficit                             (11,524,778)   (11,278,643)
                                                  ------------   ------------
TOTAL SHAREHOLDERS' EQUITY (DEFICIENCY)            (1,143,682)      (913,359)
                                                  ------------   ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY         $1,469,638     $1,497,294
                                                  ============   ============
                       See Notes to Financial Statements
<PAGE>

                    MIKROS SYSTEMS CORPORATION
                     STATEMENTS OF OPERATIONS
                           (UNAUDITED)

                                           Three Months Ended,
                                     March 31, 1997      March 31, 1996
                                     --------------      --------------
                                                           (Restated)
Revenues:
 Equipment Sales                       $ 385,404           $  35,995
 Contract Research and Development       190,284             107,680
                                      -----------          ----------
Total Revenues                           575,688             143,675        
   
                                      -----------          ----------

Cost of Sales:
  Equipment Sales                        297,714              32,312
  Contract Research and Development      126,289             237,739
                                      -----------          ----------
Total Cost of Sales                      424,003             270,051
                                      -----------          ----------

Gross Margin                             151,685            (126,376)
                                      -----------          ----------

Expenses:
 Research & Development                  109,009              62,487
 General & Administrative                256,267             197,953
 Interest                                 32,544              16,918
                                      -----------          ----------

Total Expenses                           397,820             277,358
                                      -----------          ----------

Net Income (Loss)                      ($246,135)          ($403,734)
                                      ===========          ==========


Net Income (Loss) per share               ($0.02)             ($0.05)
                                      ===========          ==========

Weighted average number of
 shares outstanding                   12,018,827           7,357,108
                                      ===========         ===========



                See Notes to Financial Statements

<PAGE>
                            MIKROS SYSTEMS CORPORATION
                 STATEMENTS OF SHAREHOLDERS' EQUITY (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, 1994     7,152,108  $71,321  1,005,000   $10,050  1,131,663    $11,316
Year ended December 31, 1995:
Issuance of Common Stock        200,000    2,000
Net Loss  
                              ---------  -------  ---------  --------  ---------  --------
Balance December 31, 1995     7,352,108   71,521  1,005,000    10,050  1,131,663    11,316
Year Ended December 31, 1996:
Issuance of Common Stock      2,582,844   25,829
Sale of Common Stock          1,912,000   19,120
Net Loss
                              ---------  -------  ---------  --------  ---------  --------
Balance-December 31, 1996    11,846,952  118,470  1,005,000   10,050   1,131,663    11,316
Three Months Ended 
 March 31, 1997
Issuance of Common Stock        343,750    3,437
Net Loss
                              ---------  -------  ---------  --------  ---------  --------
Balance March 31, 1997       12,190,702 $121,907  1,005,000  $10,050   1,131,663   $11,316
                              =========  =======  =========  =======   =========  ========
                              Preferred
                               Stock D               Capital
                              $.01 PAR              in excess    Accumulated
                                VALUE                of Par        Deficit
                              ---------  -------    ---------    -----------
                                           PAR
                               SHARES     VALUE
                              ---------  -------    ---------    -----------
                            <C>        <C>        <C>          <C> 
Balance-December 31, 1994       690,000  $ 6,900    $9,237,864   ($9,183,329)
Year ended December 31, 1995:
Issuance of Common Stock                                10,500
Net Loss                                                            (647,673)
                              ---------  -------    ----------   ------------
Balance December 31, 1995       690,000    6,900     9,248,364   ( 9,831,002)
Year Ended December 31, 1996:
Issuance of Common Stock                                29,304
Sale of Common Stock                                   940,880
Net Loss                                                         ( 1,447,641)
                              ---------  -------    ----------   ------------
Balance-December 31, 1996       690,000    6,900    10,218,548   (11,278,643)
Three Months Ended
 March 31, 1997
Issuance of Common Stock                                12,375
Net Loss                                                            (246,135)
                              ---------  -------    ----------   ------------
Balance March 31, 1997          690,000  $ 6,900   $10,230,923  ($11,524,778)
                              =========  =======    ==========   ============
</TABLE>
                        See Notes to Financial Statements
<PAGE>
                    MIKROS SYSTEMS CORPORATION
                     STATEMENTS OF CASH FLOWS
                           (UNAUDITED)

                                                The Three Months Ended
                                           March 31, 1997      March 31, 1996
                                           --------------      --------------
Cash Flows Provided (Used) by Operating
 Activities:
  Net Loss                                   ($246,135)          ($403,734)

Adjustments to reconcile Net Income (Loss)
 to Net Cash Provided (Used) by Operating
 Activities:
  Depreciation and Amortization                 20,418              15,704 

Net Changes in Operating Assets and
 Liabilities:
 (Increase) Decrease in:
   Accounts Receivable                          41,094              69,214 
   Unbilled Receivables                          4,824                (318)
   Inventories                                 (33,997)            (39,812)
   Other Current Assets                         (4,868)             (4,910)
   Other Assets                                 (1,989)                200 
 Increase (Decrease) in:
   Accounts Payable                              5,288              11,039 
   Accrued Payroll and Payroll Taxes            (2,417)              5,706 
   Unliquidated Progress Billings and
     Ohter Customer Advances                   142,093             100,000
   Other Liabilities and Interest               83,013              12,880 
                                              ---------           ---------
 Net Cash Provided (Used) by Operations          7,324            (234,031)
                                              ---------           ---------
 Cash Flows Provided (Used) by Investing
 Activities:
  Fixed Asset Purchases                        (69,947)                  0 
                                              ---------           ---------
Net Cash (Used) by Investing Activities:       (69,947)                  0 

Cash Flows Provided (Used) by Financing
 Activities:
  Proceeds from Loans                                0             238,000 
  Proceeds from Exercise of Options
   And Warrants                                 15,812                 375 
  Repayment of Debt and Capital Leases         (25,310)             (1,550)
                                              ---------           ---------
Net Cash Provided (Used) by Financing
 Activities:                                    (9,498)            236,825 
                                              ---------           ---------
Net Increase (Decrease) in Cash                (72,121)              2,794 
Cash at Beginning of Period                    395,120              77,276 
                                              ---------           ---------
Cash at End of Period                         $322,999            $ 80,070 
                                              =========           =========
Supplemental disclosure of cash flow
 information:
  Cash paid during the quarter for interest   $ 31,507             $27,061 
                                              =========           =========

                     See Notes to Financial Statements

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

NOTE A - BASIS OF PRESENTATION
------------------------------
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 1996 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, 1997, the changes in deficiency in assets, and the
results of operations, and cash flows for the three-month periods ended
March 31, 1997 and 1996.
           
The results disclosed in the Statements of Operations for the three  months
ended March 31, 1997 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:

                                            03/31/97      12/31/96
                                            --------      --------
  Notes Payable to Banks                    $ 16,963      $ 19,288
  Other Notes Payable                        452,750       464,802
  Related Parties                            547,500       547,500
                                            --------      --------
                                          $1,017,213    $1,031,590
                                          ==========    ==========

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 $131,250 from officers and directors).

The promissory notes are for a term of approximately eighteen months, bear
interest at 12% on the unpaid balance, and are 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.

<PAGE>

In October 1996 all of the noteholders 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.


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 will be paid for
     the development of the AM technology.  3D will own 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.

<PAGE>

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) maintain key man life insurance on
certain key employees of the Company, of which the Company is in the process
of obtaining such insurance; (ii) permit SSI to inspect the operations and
business of the Company; and (iii) 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 each of 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.

<PAGE>

Interest on the unpaid principal balance is 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
(See Note D).


NOTE C - INVENTORIES
--------------------
Inventories at March 31, 1997 are stated at the lower of cost or market,
computed on the first-in, first-out method.  


NOTE D - RECLASSIFICATION
-------------------------
Certain prior year amounts have been reclassified to conform with the 1997
presentation.


<PAGE>

Part I. Item II.

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


REVENUE
-------
Total revenues were $575,688 for the first quarter ended March 31, 1997
compared to $143,675 for the same period in 1996.

In 1997 revenues from equipment sales were $385,404 or 66.9% of total revenue
compared to $35,995 or 25.1% of total revenue for the first quarter in 1996. 
Research and development revenues in 1997 were $190,284 or 33.1% for the first
quarter and $107,680 or 74.9% of total revenue for the first quarter in 1996.



COST OF SALES
-------------
Total Cost of Sales for the quarter ended March 31, 1997 was $424,003 or 73.7%
of total revenue compared to $270,051 or 188.0% of total revenue for the same
period in 1996.  Equipment Cost of Sales was $297,714 or 77.2% of equipment
revenue in the 1997 first quarter compared to $32,312 or 89.8% of equipment
revenue in the first quarter of 1996.  Cost of Sales of contract R & D was
$126,289 or 66.4% of contract R & D revenue and $237,739 or 220.8% of contract
R & D revenue in the first quarters of 1997 and 1996, respectively.  In 1996
the higher Cost of Sales percentages were mainly because of unabsorption of
fixed overhead costs due to low volume of revenue.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
Selling, General and Administrative expenses for the quarter ended March 31,
1997 was $256,267 versus $197,953 in the quarter ended March 31, 1996, an
increase of of 29.5%.  This increase is due mainly to higher costs for travel,
payroll and legal expenses.


INTEREST EXPENSE
----------------
Interest expense was $32,544 in the quarter ended March 31, 1997 compared to
$16,918 for the same quarter in 1996.  The increase is due to an increase in
notes payable.


NET LOSS 
-----------------
Net Loss for the quarter ended March 31, 1997 was $246,135 versus a net loss
of $403,734 for the same period in 1996.  The lower loss is because of the
higher revenue volume in the 1997 quarter.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Company's financial statements for the quarter ended March 31, 1997 have
been prepared on a going concern basis which contemplates the realization of
assets and the settlement of liabilities and commitments in the normal course
of business. 

<PAGE>

The Company incurred a net loss of $246,135 for the quarter ended March 31,
1997, and as of March 31, 1997 had an accumulated deficit of $11,254,778.  At
March 31, 1997 the Company had negative working capital of $739,055 compared
to negative working capital of $125,658 at December 31, 1996.  For the quarter
ended March 31, 1997 the Company provided $7,324 from operating activities. 
For the same period in 1996, the Company used $234,031.  The Company expects
to continue to incur substantial expenditures to expand its commercial
wireless communications business and has formed a strategic alliance with
Safeguard Scientifics (Delaware), Inc, as well as entered into a consulting
services agreement with Mobile Broadcasting Corporation (see 1996 Financing). 
In 1996, the Company completed a debt financing of $641,500 (see 1996
Financing).  In addition, the Company will consider the sale of additional
equity securities under appropriate market conditions, alliances or other
partnership agreements with entities interested in supporting the Company's
commercial and military programs, or other business transactions which would
generate resources sufficient to assure continuation of the Company's
operations and research programs.  At March 31, 1997 notes payable included
$954,000 to creditors who have authorized deferral to 1998 of any principal
repayment.

<PAGE>

Part II.    OTHER INFORMATION


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

a)  Exhibits.  None.
b)  Reports on Form 8-K.
    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 13, 1995

                                /s/ Thomas J. Meaney     
                                -----------------------
                                Thomas J. Meaney
                                Chief Executive Officer