SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

For the quarter ended September 30, 2001          Commission File Number 0-23599

                         MERCURY COMPUTER SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

             MASSACHUSETTS                               04-2741391
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization)

           199 RIVERNECK ROAD                              01824
             CHELMSFORD, MA                              (Zip Code)
(Address of principal executive offices)

                                  978-256-1300
              (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


    Number of shares outstanding of the issuer's classes of common stock as of
October 31, 2001:



                Class                               Number of Shares Outstanding
- --------------------------------------              ----------------------------
                                                 
Common Stock, par value $.01 per share                       21,967,337


                         MERCURY COMPUTER SYSTEMS, INC.
                                      INDEX



                                                                                       PAGE NUMBER
                                                                                       -----------
                                                                                    
PART I.     FINANCIAL INFORMATION

            Item 1. Consolidated Financial Statements

            Consolidated Balance Sheets as of September 30, 2001 and June 30, 2001          3

            Consolidated Statements of Operations for the Three Months Ended
                  September 30, 2001 and 2000                                               4

            Consolidated Statements of Cash Flows for the Three Months Ended
                 September 30, 2001 and 2000                                                5

            Notes to Consolidated Financial Statements                                      6

            Item 2. Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                                   10

            Item 3. Quantitative and Qualitative Disclosures about Market Risk             13

PART II.    OTHER INFORMATION

            Item 2. Use of Proceeds from Registered Securities                             13

            Item 4. Submission of Matters to a Vote of Security Holders                    13

            Item 6. Exhibits and Reports Filed on Form 8-K                                 13

SIGNATURE                                                                                  14





                                       2

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS



                         MERCURY COMPUTER SYSTEMS, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)



                                                                        September 30,      June 30,
                                                                            2001             2001
                                                                         (Unaudited)
                                                                        -------------      --------
                                                                                     
ASSETS
Current assets:
      Cash and cash equivalents                                           $ 11,567         $ 13,307
      Marketable securities                                                 67,837           54,135
      Trade accounts receivable, net of allowances of $799 and
             $600 at September 30, 2001 and June 30, 2001,                  25,841           34,928
             respectively
      Inventory                                                             12,503           12,840
      Deferred income taxes, net                                             3,206            3,206
      Prepaid expenses and other current assets                              6,589            5,341
                                                                          --------         --------
          Total current assets                                             127,543          123,757

Marketable securities                                                       20,903           28,166
Property and equipment, net                                                 28,629           28,793
Deferred income taxes, net                                                   2,207            2,207
Other assets                                                                   763              661
                                                                          --------         --------

          Total assets                                                    $180,045         $183,584
                                                                          ========         ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
      Accounts payable                                                    $  3,023         $  6,638
      Accrued expenses                                                       3,525            4,263
      Accrued compensation                                                   5,402            7,427
      Capital lease - short term                                               227              292
      Notes payable - short term                                               621              621
      Billings in excess of revenues and customer advances                     986            1,060
      Income taxes payable                                                     154            2,065
                                                                          --------         --------
          Total current liabilities                                         13,938           22,366

Commitments and contingencies                                                   --               --
Deferred compensation - long term                                              384              337
Capital lease - long term                                                       64              108
Notes payable - long term                                                   12,834           12,985

Stockholders' equity:
      Common stock, $.01 par value: 40,000,000 shares authorized;
          21,898,677 and 21,811,738 shares issued and outstanding
          at September 30, 2001 and June 30, 2001, respectively                219              218
      Additional paid-in capital                                            43,288           42,575
      Retained earnings                                                    108,530          104,525
      Accumulated other comprehensive income                                   788              470
                                                                          --------         --------

          Total stockholders' equity                                       152,825          147,788
                                                                          --------         --------

          Total liabilities and stockholders' equity                      $180,045         $183,584
                                                                          ========         ========



   The accompanying notes are an integral part of the consolidated financial
                                  statements.


                                       3

                         MERCURY COMPUTER SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               (Unaudited and in thousands except per share data)



                                                         Three months ended
                                                            September 30,
                                                       2001              2000
                                                     --------          --------
                                                                 
Net revenue                                          $ 34,861          $ 41,469
Cost of revenue                                        10,882            13,124
                                                     --------          --------

       Gross profit                                    23,979            28,345

Operating expenses:
       Selling, general and administrative             11,950            12,123
       Research and development                         7,855             6,743
                                                     --------          --------

       Total operating expenses                        19,805            18,866
                                                     --------          --------

Income from operations                                  4,174             9,479

Interest income                                         1,179               928
Interest expense                                         (171)             (275)
Equity loss in joint venture                             (880)           (1,235)
Gain on sale of division, net                           1,600             1,600
Other expenses                                            (12)              (43)
                                                     --------          --------

Income before income taxes                              5,890            10,454

Provision for income taxes                              1,885             3,345
                                                     --------          --------

       Net income                                    $  4,005          $  7,109
                                                     ========          ========

Net income per share:
       Basic                                         $   0.18          $   0.33
                                                     ========          ========
       Diluted                                       $   0.17          $   0.31
                                                     ========          ========

Weighted average shares outstanding:
       Basic                                           21,863            21,405
                                                     ========          ========
       Diluted                                         23,229            22,747
                                                     ========          ========





   The accompanying notes are an integral part of the consolidated financial
                                   statements

                                       4

                         MERCURY COMPUTER SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Unaudited and in thousands)



                                                                             Three Months Ended
                                                                                September 30,
                                                                            2001              2000
                                                                          --------          --------
                                                                                      
Cash flows from operating activities:
Net income                                                                $  4,005          $  7,109
Adjustments to reconcile net income to net cash
        Provided by (used in) operating activities:
        Depreciation and amortization                                        1,643             1,408
        Gain on sale of division, net                                       (1,600)           (1,600)
        Equity loss in joint venture                                           880             1,235
        Provision for doubtful accounts                                        200                --
        Stock compensation expense                                              64                10
        Changes in assets and liabilities:
             Trade accounts receivable                                       8,949            (1,739)
             Inventory                                                         341            (1,895)
             Prepaid expenses and other current assets                         343              (479)
             Other assets                                                      189              (971)
             Accounts payable                                               (3,620)           (3,069)
             Accrued expenses and compensation                              (2,566)              520
             Deferred compensation - long term                                  47                --
             Billings in excess of revenues and customer advances              (84)            1,048
             Income taxes payable                                           (1,585)            3,315
                                                                          --------          --------

                   Net cash provided by operating activities                 7,206             4,892
                                                                          --------          --------

Cash flows from investing activities:
        Purchase of marketable securities                                  (17,340)          (20,388)
        Sale of marketable securities                                       11,174            21,236
        Purchases of property and equipment                                 (1,451)           (2,448)
        Proceeds from sale of division net of selling costs                     --             1,600
        Investment in joint venture                                         (1,000)               --
                                                                          --------          --------

                   Net cash used in investing activities                    (8,617)               --
                                                                          --------          --------

Cash flows from financing activities:
        Proceeds from employee stock purchase plan and
                 the exercise of stock options                                   1               242
        Payments of debt                                                      (151)             (141)
        Principal payments under capital lease obligations                    (109)             (152)
                                                                          --------          --------

                   Net cash used by financing activities                      (259)              (51)
                                                                          --------          --------

Net decrease in cash and cash equivalents                                   (1,670)            4,841
Effect of exchange rate change on cash and cash equivalents                    (70)               64
Cash and cash equivalents at beginning of period                            13,307             5,850
                                                                          --------          --------

Cash and cash equivalents at end of period                                $ 11,567          $ 10,755
                                                                          ========          ========

Cash paid during the period for:
        Interest                                                          $    171          $    275
        Income taxes                                                         3,470               631





         The accompanying notes are an integral part of the consolidated
                             financial statements.

                                       5

                         MERCURY COMPUTER SYSTEMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (TABLES IN THOUSANDS EXCEPT PER SHARE DATA)

A. BASIS OF PRESENTATION

These consolidated financial statements should be read in conjunction with the
Company's financial statements and footnotes included in the Company's Form
10-K, filed with the Securities and Exchange Commission. In the opinion of
management, the accompanying unaudited financial statements include all
adjustments, consisting of normal recurring adjustments, necessary to present
fairly the consolidated financial position, results of operations and cash flows
of Mercury Computer Systems, Inc.

B. INVENTORY



                                               September 30,            June 30,
                                                    2001                  2001
                                                  -------               -------
                                                                  
Raw materials                                     $ 7,033               $ 6,109
Work in process                                     2,542                 4,301
Finished goods                                      2,928                 2,430
                                                  -------               -------

     Total                                        $12,503               $12,840
                                                  =======               =======


C. NET INCOME PER COMMON SHARE

The following table sets forth the computation of basic and diluted net income
per common share:



                                                           Three Months Ended
                                                              September 30,
                                                           2001            2000
                                                         -------         -------
                                                                   
Net income                                               $ 4,005         $ 7,109
                                                         =======         =======
Shares used in computation:
Weighted average common shares outstanding used
      in computation of basic net income per share        21,863          21,405
Dilutive effect of stock options                           1,366           1,342
                                                         -------         -------

Shares used in computation of diluted net
      income per share                                    23,229          22,747
                                                         =======         =======

Basic net income per share                               $  0.18         $  0.33
                                                         =======         =======
Dilutive net income per share                            $  0.17         $  0.31
                                                         =======         =======


Options to purchase 413,307 and 350,293 shares of common stock outstanding
during the three months ended September 30, 2001 and 2000 respectively, were not
included in the calculation of diluted net income per common share because the
option price was greater than the average market price of the common shares
during the period.



                                       6

                         MERCURY COMPUTER SYSTEMS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                   (TABLES IN THOUSANDS EXCEPT PER SHARE DATA)


D. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No.
142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that all
business combinations be accounted for under the purchase method only and that
certain acquired intangible assets in a business combination be recognized as
assets apart from goodwill. SFAS No. 142 requires that ratable amortization of
goodwill be replaced with periodic tests of the goodwill's impairment and that
intangible assets other than goodwill be amortized over their useful lives. SFAS
No. 141 is effective for all business combinations initiated after June 30, 2001
and for all business combinations accounted for by the purchase method for which
the date of acquisition is after June 30, 2001. The provisions of SFAS No. 142
are required to be adopted for fiscal years beginning after December 15, 2001,
however, the Company has, as permitted, adopted SFAS No. 142 early, as of July
1, 2001. The adoption of SFAS No. 142 had no impact on the Company's financial
position or results of operations.

In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 143 ("SFAS 143"), "Accounting
for Obligations Associated with the Retirement of Long-Lived Assets." SFAS 143
provides the accounting requirements for retirement obligations associated with
tangible long-lived assets. SFAS 143 is effective for financial statements for
fiscal years beginning after June 15, 2002. Management is currently assessing
but has not yet determined the impact, if any, of SFAS 143 on its financial
position and results of operations.

In October 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 144 ("SFAS 144"), "Accounting
for the Impairment or Disposal of Long-Lived Assets." SFAS 144 requires one
method of accounting for long-lived assets disposed of by sale. SFAS 144 is
effective for financial statements issued for fiscal years beginning after
December 15, 2001. Management is currently assessing but has not yet determined
the impact, if any, of SFAS 144 on its financial position and results of
operations.

E. COMPREHENSIVE INCOME

Mercury's total comprehensive income was as follows:



                                                          Three Months Ended
                                                             September 30,
                                                          2001            2000
                                                        -------         -------
                                                                  
Net income                                              $ 4,005         $ 7,109

Other comprehensive income, net of tax:
     Foreign currency translation adjustments                31             (27)
     Unrealized gain on securities                          185              15
                                                        -------         -------

Other comprehensive income / (loss)                         216             (12)
                                                        -------         -------

Total comprehensive income                              $ 4,221         $ 7,097
                                                        =======         =======


F. OPERATING SEGMENT AND GEOGRAPHIC INFORMATION

The Company adopted SFAS No. 131 "Disclosures about Segments of an Enterprise
and Related Information" (Statement No. 131), in fiscal 1999. This Statement
supersedes SFAS No. 14 "Financial Reporting for Segments of a Business
Enterprise," but retains the requirement to report information about major
customers. This statement establishes standards for reporting information about
operating segments in annual financial statements and requires selected
information about operating segments in interim financial reports issued to
stockholders. It also establishes standards for related disclosures about
products and services and geographic areas.

Operating segments are defined as components of an enterprise evaluated
regularly by the Company's senior management in deciding how to allocate
resources and in assessing performance. The Company has six principal operating
segments: North American Defense, Medical Imaging, Commercial, International
Defense and Commercial, Wireless Communications, and Research and Development.
These operating segments were determined based upon the nature of the products
offered to customers, the market characteristics of each operating segment, and
the Company's management structure. The Company has five reportable segments:
North American Defense, Medical Imaging segment, Commercial segment, Other
Defense and Commercial segment, and Research and Development segment. The Other
Defense and Commercial segment is comprised of International Defense, Wireless
Communications, and Other Commercial businesses unrelated to the defense or
medical businesses. These operating segments are not separately reported, as
they do not meet any

                                       7

of Statement No. 131's quantitative thresholds. A new commercial operating
segment was established during the first quarter of fiscal 2000. Previously,
most commercial businesses were included within the North American and
International operating segments. Historical information was not restated to
reflect this business reorganization because it is impractical to obtain the
necessary information.

The accounting policies of the business segments are the same as those described
in "Note B: Summary of Significant Accounting Policies" in the Company's Annual
Report on Form 10-K for the year ended June 30, 2001. The following table
provides operating segment information for the three-month periods ended
September 30, 2001 and 2000:






                                                                                 Other
                                           North                                Defense        Research
                                          American    Medical                     and            and
                                          Defense     Imaging    Commercial    Commercial    Development
                                          Segment     Segment      Segment      Segment        Segment      Corporate   Consolidated
                                          -------     -------      -------      -------        -------      ---------   ------------
                                                                                                   
THREE MONTHS ENDED SEPTEMBER 30, 2001:
Sales to unaffiliated customers           $17,543     $ 9,928      $ 3,004      $ 4,386            --            --       $34,861
Income (loss) before taxes(1)              11,513       4,344          999          290        (6,594)       (4,662)        5,890
Depreciation/amort. expense                    74          32           10          101           475           951         1,643

THREE MONTHS ENDED SEPTEMBER 30, 2000:
Sales to unaffiliated customers           $27,729     $ 8,878      $ 3,335      $ 1,527            --            --       $41,469
Income (loss) before taxes(1)              18,396       2,713        1,666          (26)       (6,743)       (5,552)       10,454
Depreciation/amort. expense                   187           9            2           66           378           766         1,408



(1)  Interest income, interest expense and foreign exchange gain/(loss) are
     reported in Corporate and not allocated to the principal operating
     segments. Only expenses directly related to an operating segment are
     charged to the appropriate operating segment. All other expenses for
     marketing and administrative support activities that cannot be specifically
     identified with a principal operating segment are allocated to Corporate.

(2)  The North American Defense and the Other Defense and Commercial segments
     differ in definition from the defense market segment described in the
     Company's management discussion and analysis ("MD&A"). The Defense market
     segment in the MD&A refers to the worldwide defense market. The North
     American Defense and the Other Defense and Commercial are operating
     segments as defined by Statement No. 131, and are subsets of the worldwide
     defense market discussed in the MD&A.

G. EQUITY LOSS IN JOINT VENTURE

In September, 1999, the Company formed AgileVision as a joint venture with
Sarnoff Corporation, the developer of color television and a pioneer in the
creation of digital television ("DTV"). AgileVision provides broadcasters
equipment to optimize their DTV investment and develop new broadband media
commerce revenue streams, including master control systems that permit
broadcasters to perform multiple functions on a single platform that previously
would have required the engineering and integration of numerous discrete
products and systems. During the three months ended September 30, 2001, the
Company invested $1.0 million in AgileVision. During the three months ended
September 30, 2001 and 2000 the Company recognized $880,000 and $1,235,000,
respectively, in expenses related to the operation of AgileVision. The Company
has funded the losses of AgileVision to date and as of September 30, 2001,
intends to continue to fund this venture.




                                       8

Summarized Income Statements for AgileVision during the periods ended September
30, 2001 and 2000 are as follows:




                                                Three Months Ended September 30,
                                                    2001               2000
                                                   ------             ------
                                                                
Expenses                                           $1,033             $1,235
                                                   ------             ------

Loss from continuing operations                     1,033             $1,235
                                                   ------             ------

Net loss                                           $1,033             $1,235
                                                   ======             ======


Summarized Statements of Financial Position of AgileVision:



                                                September 30,           June 30,
                                                     2001                 2001
                                                   -------              -------
                                                                  
Current assets                                     $   725              $   471
Non-current assets                                      33                   37
                                                   -------              -------

Total assets                                           758                  508
                                                   =======              =======

Current liabilities                                  8,149                6,864
Shareholders' equity                                (7,391)              (6,356)
                                                   -------              -------

Total liabilities and equity                       $   758              $   508
                                                   =======              =======



H. LEGAL PROCEEDINGS

In July 1999, a former employee brought a wrongful termination action against
the Company and certain officers of the Company. The plaintiff seeks severance
pay, the right to purchase 60,000 shares of the Company's common stock at a
price of $2.00 per share, the right to exercise 96,000 stock options at an
exercise price of $2.00 per share, and other financial consideration. Binding
arbitration has commenced but no ruling has been decided. The position of the
Company's management after consultation with external counsel, is that a loss
from this action is not probable. Accordingly, no loss accrual has been
recorded. If the plaintiff were to prevail on its claims, depending on the price
of the Company's common stock, a judgement for a material amount could be
awarded against the Company. The Company has objected to the claims and is
aggressively defending the matter.




                                       9

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

From time to time, information provided by the Company, statements made by its
employees or information included in its filings with the Securities and
Exchange Commission may contain statements which are not historical facts but
which are "forward-looking statements" which involve risks and uncertainties.
The words "may," "will," "expect," "anticipate," "continue", "estimate",
"project," "intend" and similar expressions are intended to identify
forward-looking statements regarding events, conditions and financial trends
that may affect the Company's future plans of operations, business strategy,
results of operations and financial position. These statements are based on the
Company's current expectations and estimates as to prospective events and
circumstances about which there can be no firm assurances given. Further, any
forward-looking statement speaks only as of the date on which such statement is
made, and the Company undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which such
statement is made. As it is not possible to predict every new factor that may
emerge, forward-looking statements should not be relied upon as a prediction of
actual future financial condition or results. Important factors that may cause
the Company's actual results to differ from forward-looking statements are
referenced in the Company's Form 10-K filed with the Securities and Exchange
Commission.

RESULTS OF OPERATIONS:

REVENUES

The Company's total revenues decreased 16% from $41.5 million during the three
months ended September 30, 2000 to $34.9 million during the three months ended
September 30, 2001.

Defense electronics revenues decreased 26% from $29.2 million or 71% of total
revenues during the three months ended September 30, 2000 to $21.6 million or
62% of total revenues during the three months ended September 30, 2001. The
decline in defense revenues was primarily due to program delays due to lengthy
defense strategic planning effort of the new Presidential administration.

Medical imaging revenues increased 11% from $8.9 million or 21% of total
revenues during the three months ended September 30, 2000 to $9.9 million or 28%
of total revenues during the three months ended September 30, 2001. Medical
imaging revenues increased in the digital cardiology business, but were
partially offset by reductions in revenues from the Company's maturing computed
tomography ("CT") imaging systems.

Other commercial revenues remained constant at $3.4 million during the three
months ended September 30, 2000 and 2001. However, as a percentage of total
revenue other commercial revenues increased from 8% of total revenue during the
three months ended September 30, 2000 to 10% of total revenue during the three
months ended September 30, 2001.

COST OF REVENUES

Cost of revenues decreased 17% from $13.1 million during the three months ended
September 30, 2000 to $10.9 million during the three months ended September 30,
2001. As a percent of total revenues, cost of revenues declined slightly from
31.6% during the three month period ended September 30, 2000 to 31.2% for the
three months ended September 30, 2001. This decrease in cost as a percentage of
revenue was primarily due to a decrease in the material cost for certain key
components, and lower costs associated with completing a program associated with
re-establishing certain discontinued standard parts, both partially offset by
lower total revenue.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general, and administrative expenses decreased 1% from $12.1 million
during the three months ended September 30, 2000 to $12.0 million during the
three months ended September 30, 2001. The decrease was primarily due to lower
expenses associated with the implementation of a new financial, manufacturing,
and administrative computer system. This decrease was partially offset by the
ongoing development of the Company's sales and management infrastructure to
support the Company's growth.


                                       10

RESEARCH AND DEVELOPMENT

Research and development expenses increased 17% from $6.7 million during the
three months ended September 30, 2000 to $7.9 million during the three months
ended September 30, 2001. The increase in research and development expenses was
due primarily to the hiring of additional software and hardware engineers to
develop and enhance the features and functionality of the Company's products and
the development of new products. Even with the increase in research and
development expenses as compared with a year ago, expenses are running lower
than management's expectations due to the delay in certain prototyping
activities. Management anticipates that in the near term, research and
development expenses will increase as certain projects enter into the
prototyping phase.

INCOME FROM OPERATIONS

Income from operations decreased 56% from $9.5 million during the three months
ended September 30, 2000 to $4.2 million during the three months ended September
30, 2001. This decrease is primarily due to lower total revenue.


EQUITY LOSS IN JOINT VENTURE

In September, 1999, the Company formed AgileVision as a joint venture with
Sarnoff Corporation, the developer of color television and a pioneer in the
creation of digital television ("DTV"). AgileVision provides broadcasters and
cable providers equipment to optimize their DTV investment and develop new
broadband media commerce revenue streams, including master control systems that
permit broadcasters to perform multiple functions on a single platform that
previously would have required the engineering and integration of numerous
discrete products and systems. During the three month periods ended September
30, 2000 and 2001, the Company invested $1.0 million and $1.0 million,
respectively. During the three month periods ended September 30, 2000 and 2001
the Company recognized $1,235,000 and $880,000, respectively in expenses related
to the operation of AgileVision.

PROVISION FOR INCOME TAX

The Company recorded a tax provision of $1.9 million during the three months
ended September 30, 2001 reflecting a 32% tax rate as compared to a $3.3 million
tax provision during the three months ended September 30, 2000, reflecting a 32%
tax rate.




                                       11

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2001, the Company had cash and marketable investments of
approximately $100.3 million. During the three months ended September 30, 2001,
the Company generated approximately $7.2 million in cash from operations
compared to $4.9 million generated during the three months ended September 30,
2000. This increase in cash generated from operations was primarily due to
decreased trade accounts receivable. Days sales outstanding was 67 days at
September 30, 2001 and 58 days at September 30, 2000.

During the three months ended September 30, 2001, the Company's investing
activities used approximately $8.6 million of cash. During the period, investing
activities consisted of net purchase of $6.1 million in securities and $1.5
million for the purchase of computers, furniture and equipment and $1.0 million
investment in a joint venture. During the three months ended September 30, 2000,
the Company's investing activities use of cash netted to $0. During the three
months ended September 30, 2000, investing activities consisted of $2.4 million
for the purchase of computers, furniture and equipment. These cash flows were
offset by the net sale of $848,000 in securities and the receipt of $1.6 million
net of selling costs from the sale of a division.

During the three months ended September 30, 2001 and 2000, the Company's
financing activities used approximately $259,000 and $51,000, respectively.
These financing activities consisted primarily of inflows from the exercise of
stock options and proceeds received from the employee stock purchase plan,
offset by outflows from payment under capital lease obligations and debt.

Management believes that the Company's available cash, cash generated from
operations, will be sufficient to provide for the Company's working capital and
capital expenditure requirements for the foreseeable future. If the Company
acquires one or more businesses or products, the Company's capital requirements
could increase substantially. In the event of such an acquisition or in the
event that any unanticipated circumstances arise which significantly increase
the Company's capital requirements, there can be no assurance that necessary
additional capital will be available on terms acceptable to the Company, if at
all.




                                       12

ITEM 3   Quantitative and Qualitative Disclosures about Market Risk


Interest Rate Risk Management

There were no material changes in the Company's exposure to market risk from
June 30, 2001.


PART II. OTHER INFORMATION

ITEM 2.  Use of Proceeds from Registered Securities:

         None

ITEM 4.  Submission of Matters to a Vote of Security Holders

         None

ITEM 6.  Exhibits and Reports Filed on Form 8-K

(a)      Exhibits.

         None

(b)      Reports on Form 8-K.

         None




                                       13

                         MERCURY COMPUTER SYSTEMS, INC.
                                    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.




                                      MERCURY COMPUTER SYSTEMS, INC.

Date: November 14, 2001               By: /s/ G. MEAD WYMAN
                                          --------------------------------------
                                              G. Mead Wyman
                                              Senior Vice President, Chief
                                                 Financial Officer and Treasurer
                                              (Principal Financial and
                                                 Accounting Officer)



                                       14