UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form N-SAR 					For Period Ended___September 30, 1996____________________ 				 ( ) Transition Report on Form 10-K 				 ( ) Transition Report on Form 20-F 				 ( ) Transition Report on Form 11-K 				 ( ) Transition Report on Form 10-Q 				 ( ) Transition Report on Form N-SAR 				 For the Transition Period Ended:__________________________ Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the Item(s) to which notification relates: ________________________________________________________________________ PART I - REGISTRANT INFORMATION ------------------------------------------------------------------------ Full Name of Registrant 						 Microwave Filter Company, Inc. ------------------------------------------------------------------------ Former Name if Applicable ------------------------------------------------------------------------ Address of Principal Executive Office (Street and Number) 								6743 Kinne Street ------------------------------------------------------------------------ City, State and Zip Code 						 East Syracuse, New York 13057 ------------------------------------------------------------------------ PART II - RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) 		(a) The reasons described in reasonable detail in PART III of this 				form could not be eliminated without unreasonable effort or expense; 		(b) The subject annual report, semi-annual report, transition report on 				Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be 				filed on or before the fifteenth calendar day following the [ X] prescribed due date; or the subject quarterly report of transition 				report on Form 10-Q, or portion thereof will be filed on or before 				the fifth calendar day following the prescribed due date; and 		(c) The accountant's statement or other exhibit required by Rule 				12b-25(c) has been attached if applicable. PART III - NARRATIVE State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q, N-SAR, or transition report or portion thereof, could not be filed within the prescribed time period. (Attach Extra Sheets if Needed) Review by Auditors, Lawyers and Board of Directors not complete. Part IV - OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this 	 notification 	Richard L. Jones, C.F.O. 315 438-4758 -------------------------------- ----------- ------------------ 			 (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) 	 of the Securities Act of 1934 or Section 30 of the Investment Company 	 Act of 1940 during the preceding 12 months (or for such shorter) 	 period that the registrant was required to file such reports, been 	 filed? If the answer is no, identify report(s). 													[ X ] Yes [ ] No - -------------------------------------------------------------------------------- (3) Is it anticipated that any significant change in results of operations 	 from the corresponding period for the last fiscal year will be 	 reflected by the earnings statements to be included in the subject 	 report or portion thereof? 													[ ] Yes [ X ] No 	 If so, attach an explanation of the anticipated change, both narratively 	 and quantitatively, and, if appropriate, state the reasons why a 	 reasonable estimate of the results cannot be made. ---------------------------------------------------------------------- 						 Microwave Filter Company, Inc. 		 ------------------------------------------------------ 				 (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date___December 20, 1996___________ By____Richard Jones_________________ 												 Richard Jones, Chief Financial Officer INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. 								 ----- ATTENTION ----- Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). 								 General Instructions 1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General 	 Rules and Regulations under the Securities Exchange Act of 1934. 2. One signed copy and four conformed copies of this form and amendments 	 thereto must be completed and filed with the Securities and Exchange 	 Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the 	 General Rules and Regulations under the Act. The information contained 	 in or filed with the form will be made a matter of public record in the 	 Commission files. 3. A manually signed copy of the form and amendments shall be filed with 	 each national securities exchange on which any class of securities 	 of the registrant is registered. 4. Amendments to the notifications must also be filed on Form 12b-25 but 	 need not restate information that has been correctly furnished. The 	 form shall be clearly identified as an amended notification.