U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                  Form 10-KSB/A
                                 Amendment No. 1
                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For fiscal year ended                                     Commission File Number
 September 30, 1996                                               0-3392

                             WESTERN MICROWAVE, INC.
                 (Name of small business issuer in its charter)


             Virginia                                      94-1530593
             --------                                      ----------
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                       Identification Number)

                   P.O. Box 64252, Sunnyvale, California 94086
                   -------------------------------------------
                    (Address of principal executive offices)


                                 (408) 745-6679
                                 --------------
                            Issuer's telephone number

Securities registered under
Section 12(b) of the Exchange Act:  None

Securities registered under
Section 12(g) of the Exchange Act:  Common Stock, $.10 par value

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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. Yes X  No
                                                             ---    ---
Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

The issuer's  revenues for its most recent fiscal year ended  September 30, 1996
were $0.

The  aggregate  market value of the voting stock held by  non-affiliates  of the
issuer on January  31,  1997,  based upon the average bid and ask prices of such
stock on that date, was $1,552,935.  The number of shares of Common Stock of the
issuer outstanding as of January 31, 1997 was 1,528,491.

Documents Incorporated By Reference:  None

Transitional Small Business Disclosure Format:  Yes      No X
                                                    ---     ---
                                      - 1 -






                                     PART II

ITEM 6.           MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION

Assets.  Total assets as of September 30, 1996  increased  from the beginning of
the fiscal year by approximately $1.23 million to a total of $8.55 million.  The
increase in total assets is the result of  additional  purchases  of  investment
securities  on  margin  ($1.1  million),  appreciation  in  the  fair  value  of
investment   securities  ($97,000)  and  proceeds  from  sale  of  common  stock
($150,000),  offset  by the net  loss for the  year of  approximately  $117,000.
Investment income for fiscal 1996, consisting of interest, dividends and capital
gains on the sales of securities, totaled $731,531.

Total Stockholders'  Equity.  Total stockholders'  equity as of the close of the
1996 fiscal year increased from approximately $5.13 million (or $3.73 per share)
at the beginning of the fiscal year to approximately $5.27 million (or $3.44 per
share) at the close of the fiscal year. The increase of  approximately  $129,000
in total  stockholders'  equity for the current fiscal year is the result of the
aforementioned  increase in the fair value of investment securities and proceeds
from the sale of common stock offset by the net loss incurred for the year.  The
decline in the book value per share of $.29 is the result of  additional  shares
issued in the sale of common  stock  which  more than  offset  the  increase  in
stockholders' equity on a per share basis.

Environmental  Liability.  Under the terms of the settlement  agreements entered
into by the  Company in  connection  with the  settlement  of the  environmental
lawsuits,  the  Company has agreed to  undertake  certain  soil and  groundwater
remediation activities at its former headquarters on Reamwood Avenue, Sunnyvale,
California (See, Item 3, LEGAL PROCEEDINGS - Environmental Claims)

In fiscal year 1990, the Company established a reserve in the amount of $250,000
to cover the  anticipated  costs and expenses of  conducting  the  environmental
investigation  and  defending  against the  environmental  claims  instituted by
Intersil  and  by the  owner  of the  Former  Headquarters  or  which  might  be
instituted by the California Regional Water Quality Control Board. In the second
quarter of fiscal 1992, the legal reserve was increased by $150,000. As a result
of the settlement of the  environmental  lawsuits,  at the end of 1992 the legal
reserve was converted to a reserve for anticipated environmental cleanup costs.

As a result of the conditional approval of the Company's workplan  contemplating
significant  soil and  groundwater  remediation  activities in 1993, the Company
increased the reserve for future  environmental  cleanup  costs to $500,000.  In
fiscal

                                      - 2 -





1994 and 1995,  the  Company  expensed  all  current  environmental  costs which
totaled approximately $564,000 for the two year period.

As a result of further  investigation and soil remediation  activities completed
by the  Company at the site in fiscal  1995,  the  Company  determined  that the
existing $500,000  environmental  reserve should not be adequate to complete the
cleanup.  As a result,  in fiscal 1995,  the Company  increased  the reserve for
future  environmental costs by $500,000 to $1,000,000.  The $500,000 increase in
the  environmental  reserve at the close of the 1995 fiscal  year was based,  in
large part, on the  historical  costs expended by the Company in the clean up in
fiscal 1994 and 1995.  During such two year period,  the Company's cleanup costs
and  expenses  averaged  approximately  $282,000 per year.  Under the  Company's
workplan,  the Company could reasonably expect to continue groundwater treatment
for a  minimum  of two to  three  years at an  annual  cost per year of at least
$250,000. Accordingly, the $1,000,000 reserve at September 30, 1995 was intended
to cover the  anticipated  cleanup  costs of operating a  groundwater  treatment
system for a three to four year period.

The Company, in fiscal 1996, expensed  approximately  $200,000 in costs relating
to the environmental cleanup but has left the $1,000,000 reserve unchanged.  The
$1,000,000  reserve at September 30, 1996 represents  management's best estimate
of the  anticipated  costs and  expenses to complete  the cleanup of the site in
accordance with the Company's proposed workplan.  However, there is no assurance
that the  cleanup  of the site can be  completed  for the  reserved  amount  and
changes in  conditions at the site as the cleanup is undertaken or other unknown
circumstances may result in significant  increases in future cleanup costs which
cannot be reasonably  anticipated  by the Company at this time. At September 30,
1996, the Company's  total assets  exceeded $8.5 million,  and,  therefore,  the
Company believes that it has more than sufficient assets to complete the cleanup
in the event  the  anticipated  costs  and  expenses  exceed  the  amount of the
reserve.

After the liquidation of the Company and the  distribution to the  Shareholders,
the reserve  will be the  Company's  remaining  asset.  The  liquidation  of the
Company  will  not  discharge  the  Company's   environmental   liabilities  and
accordingly,  the reserve exists to discharge these obligations.  If the reserve
is insufficient to discharge these obligations,  the Shareholders of the Company
may be liable to the  Company  in the  amount of any  distributions  made by the
Trustee of the Liquidating Trust.

Liquidity and Capital Resources.  As a result of the sale of the WMI Business in
fiscal  1995,  substantially  all of the  Company's  assets  consist of cash and
marketable  securities.  Pending the  resolution of the Company's  environmental
liability for the cleanup of the Former  Headquarters,  the Company has invested
substantially all of its current assets in a diversified portfolio of marketable
securities.  As of September 30, 1996,  the  portfolio of marketable  securities
were valued at approximately $8.33 million.

                                      - 3 -





RESULTS OF OPERATIONS

Sales or Cost of  Sales.  The  Company  had no sales or costs of sales in fiscal
1996.

Selling, General and Administrative Expenses. Included in total selling, general
and administrative  expenses for fiscal 1996 were compensation paid to Dr. Hefni
in the form of environmental  consulting fees of $150,000,  portfolio management
fees  of  $66,000  and  a  portfolio  value  increase  fee  of  $112,000.  Other
significant  expense items include legal expenses of $214,000 and  environmental
cleanup related expenses of $200,000.

Interest,  Dividends  and  Capital  Gains.  Investment  income for  fiscal  1996
consisting  of interest,  dividends and capital gains on the sales of securities
totaled  $731,531,  an increase of  approximately  $203,000 (or 38%) from fiscal
1995 levels.  In addition,  in fiscal 1996,  the Company  realized an additional
gain of  approximately  $105,000 on the sale of operating and business assets in
connection with the sale of WMI Business.




                                      - 4 -






In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused  this Form  10-KSB/A  amending  its annual  report on Form 10-KSB for the
fiscal  year  ended  September  30,  1996  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized.

                                             WESTERN MICROWAVE, INC.
                                             By:  Dr. Ibrahim Hefni


                                             /s/ I. Hefni
                                             -----------------------------------
                                             President, Chief Executive Officer,
                                             and Treasurer

Dated:  June 11, 1997





                                      - 5 -