SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------

FORM 10-Q

(Mark One)

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

For the quarterly period ended April 1, 1995

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from to
----------- -----------

Commission File No. 1-4236

M/A-COM, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Massachusetts 04-2090644
- ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)

100 Chelmsford Street, Lowell, MA 01853-3294
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)

(508) 442-5000
--------------
(Registrant's telephone number, including area code)

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. Yes (X) No ( )

As of May 8, 1995, M/A-COM, Inc. had outstanding 26,688,711 shares of Common
Stock, $1.00 par value (exclusive of 17,316,998 shares held in its treasury).

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

M/A-COM, INC.
AND SUBSIDIARIES

The accompanying condensed consolidated financial statements include, in the
opinion of management, all adjustments which are normal and recurring (with
the exception of the cumulative effect of a change in accounting for income
taxes in 1994) and necessary to a fair statement of the results for the
interim periods presented. Neither the results for the current period nor
comparison with the corresponding period of the preceding fiscal year should
be considered indicative of the results which may be expected for the fiscal
year ending September 30, 1995. These condensed consolidated financial
statements should be read in conjunction with the financial statements and
notes thereto contained in the Company's Annual Report on Form 10-K for the
fiscal year ended October 1, 1994.

We have engaged our independent accountants, Price Waterhouse LLP, to conduct
a limited review of the condensed financial information included in this
report for the quarter ended April 1, 1995. They have reported to us that
such review, which does not constitute an audit, has been completed in
accordance with standards established for such reviews by the American
Institute of Certified Public Accountants. They proposed no adjustments or
additional disclosure which they believed should be reflected in the
financial information accompanying this report. Price Waterhouse LLP's report
on their review is enclosed with this report.

M/A-COM, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
UNAUDITED

Three Months Ended Six Months Ended
------------------------------- -------------------------------
April 1, April 2, April 1, April 2,
1995 1994 1995 1994
------------------------------- -------------------------------

Net sales $ 92,969 $ 83,851 $174,578 $162,971
-------- -------- -------- --------
Costs and expenses:
Cost of sales 62,141 54,646 121,371 106,366
Company sponsored research
and development 4,162 5,959 8,421 10,669
Selling, general and
administrative expenses 23,566 20,087 44,139 39,558
Interest expense 2,307 2,334 4,563 4,589
Interest income (195) (129) (339) (265)
-------- -------- -------- --------
91,981 82,897 178,155 160,917
-------- -------- -------- --------
Income (loss) before income taxes
and cumulative effect 988 954 (3,577) 2,054
Income tax provision 477 482 977 812
-------- -------- -------- --------
Income (loss) before cumulative effect 511 472 (4,554) 1,242

Cumulative effect of a change in
accounting for income taxes -- -- -- 3,300
-------- -------- -------- --------
Net income (loss) $ 511 $ 472 $ (4,554) $ 4,542
======== ======== ======== ========
Income (loss) per share:
Income (loss) before
cumulative effect $ .02 $ .02 $(.17) $ .05
Cumulative effect of
accounting change -- -- -- .13
----- ----- ----- -----
Net income (loss) per share $ .02 $ .02 $(.17) $ .18
===== ===== ===== =====
Shares used in income (loss) per
share calculation 26,845 25,946 26,139 25,877
====== ====== ====== ======
See accompanying notes.

M/A-COM, INC.
AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands)

----------------------------
April 1, October 1,
1995 1994
(Unaudited)
----------------------------

ASSETS
- ------
Current assets:
Cash and cash equivalents $ 7,061 $ 4,631
Marketable securities -- 1,250
Accounts receivable, net 69,398 70,001
Unbilled revenue under customer contracts 2,878 1,926
Inventories 63,233 60,827
Other current assets 10,951 10,842
--------- ---------
Total current assets 153,521 149,477
--------- ---------
Plant assets 270,152 262,218
Less - Accumulated depreciation (169,702) (158,729)
--------- ---------
100,450 103,489
--------- ---------
Other assets 52,140 55,666
--------- ---------
Total Assets $ 306,111 $ 308,632
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Notes payable and current portion of
long-term debt $ 10,676 $ 6,518
Accounts payable-trade 14,529 14,968
Accrued liabilities and taxes 70,618 74,088
--------- ---------
Total current liabilities 95,823 95,574
--------- ---------

Long-term debt 67,217 67,599
--------- ---------
Other long-term liabilities 23,097 24,119
--------- ---------
Stockholders' equity:
Paid-in-capital 51,943 48,714
Retained earnings 68,031 72,626
--------- ---------
Total stockholders' equity 119,974 121,340
--------- ---------
Commitments and contingencies
Total Liabilities and Stockholders' Equity $ 306,111 $ 308,632
========= =========
See accompanying notes.

M/A-COM, INC.
AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
UNAUDITED

Six Months Ended
-------------------------------
April 1, April 2,
1995 1994
-------------------------------

Cash provided by continuing operating
activities $ 5,712 $ 272
-------- --------
Cash flows from investing activities:
Additions to plant assets (8,301) (7,648)
Sale of marketable securities 1,250 --
-------- --------
Cash applied to investing activities (7,051) (7,648)
-------- --------
Cash flows from financing activities:
Net proceeds from short-term borrowings 15,196 3,193
Repayment of debt (11,746) (385)
Stock options exercised 437 1,047
Other (41) --
-------- --------
Cash provided by financing activities 3,846 3,855
-------- --------
Cash applied to discontinued operations (77) (2,380)
-------- --------
Increase (decrease) in cash and cash
equivalents 2,430 (5,901)

Cash and cash equivalents at
beginning of period 4,631 10,024
-------- --------
Cash and cash equivalents at
end of period $ 7,061 $ 4,123
======== ========
See accompanying notes.

M/A-COM, INC.
AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
- ----------------------------------------------------
(Unaudited except for October 1, 1994 amounts)

Note 1 - Changes in the Business

On March 10, 1995, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement") with AMP Incorporated ("AMP") and AMP Merger Corp.
("Merger Sub"), a wholly owned subsidiary of AMP. AMP is a leading producer
of electrical and electronic connection devices. Merger Sub was incorporated
in February 1995 for purposes of the Merger (as hereinafer defined) and
engages in no other business. Pursuant to the Merger Agreement, Merger Sub
will merge with and into the Company and the Company will survive such merger
(the "Merger") as a wholly owned subsidiary of AMP. In connection with the
Merger, holders of outstanding shares of the Company's common stock will
receive .28 of one share of common stock of AMP for each share of the
Company's common stock. The Merger Agreement will be considered and voted
upon at a special meeting of the stockholders of the Company (the "Special
Meeting"), which is expected to take place in June 1995. The consummation of
the Merger is conditioned upon the holders of at least two-thirds of the
issued and outstanding shares of the Company's common stock entitled to vote
at the Special Meeting voting to approve and adopt the Merger Agreement. In
addition, the closing of the transaction is subject to certain other terms
and conditions contained in the Merger Agreement.

Note 2 - Restructuring Costs and Unusual Items

During the second quarter of 1995, the Company sold a previously vacated
facility in Merrimack, New Hampshire for approximately $1.3 million in cash.
The Company had previously written this facility down to its net realizable
value and, therefore, no gain or loss was recorded during the second quarter.

During the latter half of 1994, the Company's management became concerned
about emerging operational trends impacting the Burlington semiconductor
operation, which services highly competitive markets characterized by steep
selling price reductions. During the first quarter of fiscal 1995, lower
sales volume, production inefficiencies related to management transition and
the market characteristics discussed above, diminished this operation's
ability to fully absorb fixed production costs and cover selling, general and
administrative expenses, including an allocation of corporate expenses. As a
consequence, this operation lost $4.9 million in the first quarter of 1995.
7

In October 1994, the Company realigned its Burlington semiconductor operation
into its Microelectronics Division and a new management team consisting of
four experienced and proven Company managers was assigned to this operation.

In the fourth quarter of 1993, as a result of its decision to refocus the
direction of its commercial business, the Company recorded a charge of $5.3
million for anticipated losses on technically complex development programs
related to existing commercial contracts. In the first quarter of 1994, the
Company reduced its orders and backlog to reflect an agreement to terminate a
technically complex contract. This agreement resulted in a reduction in the
anticipated losses related to this contract and the Company reversed $1.0
million of previously established reserves. During the second quarter of
1994, the Company formalized the termination of this contract without any
further obligations or contingencies. Accordingly, the Company charged
approximately $.7 million in unusable inventory related to this contract
against the reserve and reversed the remaining reserve of $.9 million related
to this contract. These amounts were recorded as reductions to cost of sales
in the respective quarters.

Note 3 - Income Taxes

In the first quarter of 1994, the Company prospectively adopted Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes ("SFAS
109"), effective as of October 3, 1993. The cumulative effect of adopting
SFAS 109 amounted to $3.3 million of income. This amount is reflected in the
consolidated statement of operations for the first quarter of 1994 as the
cumulative effect of a change in accounting principle.

The net current deferred tax asset of $6.6 million is included in other
current assets and the net deferred tax liability of $11.5 million is
included in other long-term liabilities in the accompanying condensed
consolidated balance sheet at April 1, 1995.

The Company has not provided deferred taxes on the undistributed earnings of
its foreign subsidiaries as such earnings are expected to be reinvested for
an indefinite period of time.

Note 4 - Common Stock Transactions and Debt

The Company has a $30.0 million revolving credit agreement (the "Agreement")
which expires on August 30, 1995. The maximum borrowings are restricted
based on the amount of the Company's domestic accounts receivable. The
agreement contains certain restrictive covenants including, but not limited
to, minimum levels of profitability and liquidity and restrictions related to
indebtedness, cash flow and capital expenditures. The Agreement also
contains restrictions with respect to acquisitions and the repurchase of the
Company's public debt. As of the end of the second quarter, the Company was
not in compliance with its covenant with respect to a minimum level of cash
flow (the "Cash Flow Covenant"). The Agreement also contains an event of
default if any person or persons, as defined by Section 13 or 14 of the
Securities Exchange Act of 1934, acquires 50% or more of the outstanding
common stock of the Company. On March 23, 1995, in anticipation of non-
compliance with the Cash Flow Covenant, the Company obtained a waiver of
compliance for the second quarter of 1995. Additionally, the Agreement was
amended at that time. The amendment contains, among other things, an event
of default if the Merger Agreement with AMP (see Note 1 to the Condensed
8

Consolidated Financial Statements) is terminated or the Merger contemplated
thereby shall not have occurred on or before July 31, 1995. As of April 1,
1995, the Company had outstanding borrowings under the Agreement of $2.0
million and the Company's borrowing availability under the Agreement was
$24.2 million.

The Company's foreign subsidiaries have lines of credit available to fund
local working capital requirements. These lines of credit provide for
borrowings aggregating approximately $18.1 million. During the first six
months of 1995, borrowings increased by a net of approximately $2.2 million
under foreign lines of credit. As of April 1, 1995, total borrowings under
the foreign lines of credit aggregated approximately $8.2 million.

In the first quarter of 1994, the Company repaid $2.6 million of an
Industrial Revenue Bond ("IRB") associated with a previously discontinued
operation.

In the three month and six month periods ended April 1, 1995, the Company
contributed a total of 130,000 and 272,000 shares of common stock,
respectively, to match employee contributions to the Company's defined
contribution retirement plan.

Note 5 - Inventories

Inventories are summarized as follows (in thousands):

April 1, October 1,
1995 1994
----------------------------------

Raw materials $24,346 $21,762

Work in process 26,006 27,964

Finished goods 12,881 11,101
------- -------
$63,233 $60,827
======= =======

Note 6 - Computation of Income (Loss) per Share

The shares used in the computation of income (loss) per share were as follows
(in thousands):

Three Months Ended Six Months Ended
------------------------------ ------------------------------
April 1, April 2, April 1, April 2,
1995 1994 1995 1994
------------------------------ ------------------------------

Weighted average shares
outstanding during period 26,276 25,563 26,139 25,460
Add: Incremental shares to reflect
dilutive effect of stock option
and deferred compensation plans 569 383 -- 417
------ ------ ------ ------
26,845 25,946 26,139 25,877
====== ====== ====== ======

The shares used in the computation of income (loss) per share in the six
month period ending April 1, 1995 do not include the incremental shares to
reflect the dilutive effect of stock options and deferred compensation plans
as the effect would be anti-dilutive. Fully diluted earnings per share have
not been presented as they would not reflect dilution for any other period
presented.
10

M/A-COM, INC.
AND SUBSIDIARIES

Item 2.

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

Overview

During the second quarter of 1995, the Company reported net income of $.5
million, or $.02 per share in comparison with $.5 million, or $.02 per share
in the second quarter of 1994.

New orders for the second quarter of 1995 increased to $102.2 million from
$80.6 million in the same period of 1994. The increase is attributable to a
$27.9 million increase in commercial orders and a $3.2 million increase in
orders from non-defense U.S. government agencies and foreign governments.
These increases were partially offset by a $9.5 million decrease in U.S.
defense related orders. The increase in commercial orders is due primarily
to the demand for products with applications in the wireless communications
markets such as cellular portable telephones, cellular infrastructure and
wireless data systems. Commercial orders represent 61% of all new orders in
the second quarter of 1995. Commercial orders for the second quarter of 1994
included the reversal of $6.9 million attributable to the cancellation of an
order for products ultimately intended for the commercial aircraft industry.
The increase in non-defense U.S. government agencies and foreign government
orders is primarily attributable to the timing of awards from non-defense
U.S. government agencies. The decrease in U.S. defense related orders is due
to a non-recurring $7.6 million order awarded to the Company in the second
quarter of 1994 under Title III of the Defense Production Act and the timing
of program awards in this market.

New orders for the first six months of 1995 were $189.5 million, an increase
of $43.9 million in comparison with the first six months of 1994. The
increase in orders is attributable to a $49.0 million increase in commercial
orders and a $9.6 million increase in non-defense U.S. government agencies
and foreign government orders. These increases were partially offset by a
$14.7 million decrease in U.S. defense related orders. Commercial orders in
11

1994 reflect a $3.9 million reduction relating to the termination of a
technically complex development contract during the first quarter of 1994
(see Note 2 to the Condensed Consolidated Financial Statements) and the
factors previously discussed.

The Company's restructuring reserve balances and activity for the six months
ended April 1, 1995 were as follows (in millions):

Facilities Leases
Severance and and Carrying and and Other
Personnel Equipment Closure Costs Restructuring
Related Writedown of Buildings Costs Total
-----------------------------------------------------------------------------

Balance at October 1, 1994 $ 4.0 $ -- $ 1.9 $ .4 $ 6.3
Additions -- .2 .1 -- .3
Charges (1.7) (.2) (.6) (.2) (2.7)
-----------------------------------------------------------------------------
Balance at April 1, 1995 $ 2.3 $ -- $ 1.4 $ .2 $ 3.9
=============================================================================

In the fourth quarter of 1994, the Company began implementation of a plan of
involuntary employee terminations in an effort to reduce general and
administrative expenses. In connection with this plan, the Company recorded
a $2.5 million charge for expected termination benefits relating primarily to
individuals functioning in a financial, general or administrative capacity.
Additionally, at October 1, 1994, the Company had a $1.6 million reserve
remaining from prior involuntary employee termination actions. During the
first six months of 1995, the Company reduced its workforce by 145 persons
under this plan, incurring charges of $1.7 million, of which $.7 million was
incurred during the second quarter, against the restructuring reserve for
severance and related benefits. At April 1, 1995, the remaining balance in
the reserve of $3.9 million is considered adequate to complete the actions
contemplated by the Company. The Company expects to complete the remaining
severance actions by the end of 1995 and anticipates disposing of the
facilities held for sale over the next fifteen to twenty-one months.

Results of Continuing Operations

Net sales for the second quarter of 1995 were $93.0 million, an increase of
$9.1 million in comparison with the second quarter of 1994. The increase is
primarily attributable to an $11.2 million increase in sales to commercial
customers partially offset by a $1.6 million decrease in sales to non-defense
U.S. government agencies and foreign governments and a $.5 million decrease
in U.S. defense related sales.

Sales for the first six months of 1995 increased to $174.6 million from
$163.0 million in the first six months of 1994. A $16.7 million increase in
sales to commercial customers was partially offset by a $1.8 million decrease
in U.S. defense related sales and a $3.3 million decrease in sales to non-
defense U.S. government agencies and foreign governments.

The changing sales mix is the result of the Company's strategy of developing
products for the commercial marketplace specifically with application in the
12

wireless communications and automotive sensor markets. These markets offer
increasing opportunities for the Company's products and have resulted in the
Company's success in becoming a key supplier of technology and products to
industry leaders in the commercial marketplace. In the first six months of
1995, sales of commercial products have increased by 21% in comparison with
the first six months of 1994.

The Company's gross margin, as a percent of sales, decreased to 33.2% in the
second quarter of 1995 from 34.8% in the second quarter of 1994. The
decrease can be attributed to increased production costs and decreased volume
in the Company's semiconductor and connector operations of 6.4%. Also, as
previously discussed (see Note 2 to the Condensed Consolidated Financial
Statements), the results for the second quarter of 1994 reflect the reversal
of a reserve related to a contract termination which increased gross margin
by 1.1% during that quarter. These factors were partially offset by improved
margins on integrated circuit products of 3.9% and increased volume within
the Company's Microelectronics Division resulting in margin growth of 2.1%.

Gross margin for the first six months of 1995 decreased to 30.5% from 34.7%
for the first six months of 1994. The decrease is primarily attributable to
lower average selling prices in certain of the Company's semiconductor
products and under-absorbed fixed production costs in the semiconductor
operation resulting in a decrease of 4.3%. Additionally, volume decreases
and increased production costs in the connector product operation further
reduced gross margin by 1.8%. As previously discussed (see Note 2 to the
Condensed Consolidated Financial Statements and above), the results for the
six months ended April 2, 1994 reflect the reversal of a reserve related to a
contract termination which increased gross margin by 1.1% during that period.
These decreases were partially offset by increased sales volume resulting in
margin growth of .8% and improved margins for integrated circuit products of
2.7% in the Company's Microelectronics Division.

Company-sponsored research and development decreased by $1.8 million and $2.2
million in the three and six month periods ended April 1, 1995 in comparison
with the same periods of 1994. Decreases in company-sponsored research and
development are attributable to a shift of engineering resources to
production in support of increased volume. The Company also incurred $2.5
million and $5.1 million of costs, included in cost of sales, on customer-
sponsored research and development (a total of $.2 million of which was not
recoverable under fixed price engineering contracts) for the three and six
month periods ended April 1, 1995. These amounts were comparable to the same
period of 1994.

Selling, general and administrative expenses ("SG&A") increased by $3.5
million in the second quarter of 1995 compared with the same period of 1994.
The increase is attributable to several factors including increased sales
commissions resulting from sharply higher orders and sales levels, one time
sales expenses associated with a particular international customer, a general
increase in compensation and benefit costs for existing employees, mainly in
the growing Microelectronics Division, and additional provisions for bad debt
expense.

SG&A increased by $4.6 million for the first six months of 1995 in comparison
with the first six months of 1994. The increase is attributable to a $.5
million increase for bad debt reserve and a $.3 million provision for a loss
and disposal costs relating to the sale of a previously abandoned facility as
well as the factors noted above.
13

Net interest expense for the three and six month periods ended April 1, 1995
remained comparable with the same periods of 1994 as lower borrowings in 1995
were offset by increases in interest rates.

The Company's tax provision is attributable to provisions for its profitable
foreign operations. Due to the Company's net operating loss carryforwards,
no benefit has been attributed to losses generated by its domestic
operations.

Liquidity and Capital Resources

The Company's cash and marketable security position at April 1, 1995 was $7.1
million in comparison with $5.9 million at October 1, 1994. The Company's
operating activities generated $5.7 million during the first six months of
1995. The Company also expended $8.3 million for additions to plant assets.
During the first six months of 1995, from time to time, the Company borrowed
$13.0 million in the aggregate and repaid $11.0 million under its revolving
credit agreement, increased the amount of borrowing by its foreign
subsidiaries by a net of approximately $2.2 million and repaid $.7 million of
its long-term debt.

The Company's inventory balance at April 1, 1995 increased to $63.2 million
from $60.8 million at October 1, 1994. The increase is mainly attributable
to increased production for anticipated shipments in the third and fourth
quarters of 1995 partially offset by decreased semiconductor inventory
balances.

The Company believes that its existing cash balances, funds to be generated
by future operating activities and borrowing capacity are sufficient to
finance operating requirements, to provide for ongoing capital and research
and development requirements and to take advantage of investment
opportunities.
14

Part II. Other Information

Item 4. Submissions of Matters to a Vote of Security Holders

(a) On February 15, 1995, the Company held its Annual Meeting of
Stockholders (the "Meeting").

(b) At the Meeting, the stockholders elected to the Board of Directors all
Class II Director nominees listed in the proxy material for the Meeting
by the following votes:

Total Vote
Name of Total Vote for Withheld from
Director Nominees Director Nominee Director Nominee
- ----------------- ---------------- ----------------

George N. Hutton, Jr. 23,477,908 366,331
James D. Meindl 23,491,074 353,165
E. James Morton 23,448,272 395,967

Mr. Hutton retired from the Company's Board of Directors effective April 1,
1995.

Item 6. Exhibits and Reports on Form 8-K

(a) List of Exhibits: Method of Filing
----------------
Exhibit 3 By-laws, as amended through Filed herewith.
March 10, 1995.

Exhibit 10.1 First Amendment and Waiver to Filed herewith.
Revolving Credit Agreement among
M/A-COM, Inc. and First National
Bank of Boston, et al., dated as
of February 14, 1995.

Exhibit 10.2 Second Amendment and Waiver to Filed herewith.
Revolving Credit Agreement among
M/A-COM, Inc. and First National
Bank of Boston, et al., dated as
of March 23, 1995.

Management Contracts, Compensatory Plans
and Arrangements

Exhibit 10.3 Amendment to M/A-COM, Inc. Long Filed herewith.
Term Incentive Plan dated as of
October 18, 1989, as amended,
adopted on February 14, 1995.

Exhibit 10.4 Severance Agreement dated as of Filed herewith.
February 1, 1994 between M/A-COM,
Inc. and Charles D. Kissner.
15

Exhibit 10.5 Severance Agreement dated as of Filed herewith.
December 20, 1991 between M/A-COM,
Inc. and Peter L. Manno.

Exhibit 10.6 Amendment No. 1 dated May 26, 1993 Filed herewith.
to the Deferment Agreement dated
December 18, 1986 between M/A-COM,
Inc. and E. James Morton.

Exhibit 10.7 Deferment Agreement dated December Filed herewith.
31, 1993 between M/A-COM, Inc. and
Paul E. Tsongas.
-------------------------

Exhibit 11 Statement Re: Computation of Per Incorporated from
Share Earnings. Note 6 to Condensed
Consolidated
Financial Statements.

Exhibit 15 Letter Re: Unaudited Interim Filed herewith.
Financial Information.

Exhibit 27 Financial Data Schedule Filed herewith.

(b) Reports on Form 8-K

A Current Report on Form 8-K dated March 10, 1995 was filed with the
Securities and Exchange Commission on March 20, 1995 to report a matter under
Item 5, Other Events.
16

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, on May 12, 1995.

M/A-COM, Inc.

By: PETER J. RICE
- --------------------------------
Peter J. Rice
Vice President,
Chief Accounting Officer
and Controller
17

Price Waterhouse LLP
160 Federal Street
Boston, MA 02110

April 27, 1995

To the Board of Directors and
Shareholders of M/A-COM, Inc.

We have reviewed the condensed consolidated balance sheet of M/A-COM, Inc.
and its subsidiaries as of April 1, 1995 and April 2, 1994 (not presented
herein), the related consolidated statement of operations for the three-month
and six-month periods then ended and the related condensed consolidated
statement of cash flows for the six-month periods then ended. These
financial statements are the responsibility of the Company's management.

We conducted our review in accordance with the standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statement taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial information for it to be in
conformity with generally accepted accounting principles.

We previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of October 1, 1994, and the
related consolidated statements of operations and cash flows for the year
then ended (not presented herein), and in our report dated November 15, 1994
we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of October 1, 1994, is fairly stated
in all material respects in relation to the consolidated balance sheet from
which it has been derived.

PRICE WATERHOUSE LLP
18

EXHIBIT INDEX

Exhibit Description
Number

3 By-laws, as amended through March 10, 1995.

10.1 First Amendment and Waiver to Revolving Credit Agreement
among M/A-COM, Inc. and First National Bank of Boston,
et al., dated as of February 14, 1995.

10.2 Second Amendment and Waiver to Revolving Credit Agreement
among M/A-COM, Inc. and First National Bank of Boston,
et al., dated as of March 23, 1995.

Management Contracts, Compensatory Plans and Arrangements

10.3 Amendment to M/A-COM, Inc. Long Term Incentive Plan dated
as of October 18, 1989, as amended, adopted on February 14,
1995.

10.4 Severance Agreement dated as of February 1, 1994 between
M/A-COM, Inc. and Charles D. Kissner.

10.5 Severance Agreement dated as of December 20, 1991 between
M/A-COM, Inc. and Peter L. Manno.

10.6 Amendment No. 1 dated May 26, 1993 to the Deferment
Agreement dated December 18, 1986 between M/A-COM, Inc. and
E. James Morton.

10.7 Deferment Agreement dated December 31, 1993 between M/A-COM,
Inc. and Paul E. Tsongas.
- -------------------------

11 Statement Re: Computation of Per Share Earnings, incorporated
by reference to Note 6 to Condensed Consolidated Financial
Statements contained in this Quarterly Report on Form 10-Q.

15 Letter Re: Unaudited Interim Financial Information.

27 Financial Data Schedule.