10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 10-Q



[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005,

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM      TO      .



Commission file number 1-14120



                        BLONDER TONGUE LABORATORIES, INC.
             (Exact name of registrant as specified in its charter)


        Delaware                                       52-1611421
(State or other jurisdiction of            (I.R.S.  Employer Identification No.)
 incorporation or organization)


One Jake Brown Road, Old Bridge, New Jersey                   08857
    (Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code:  (732) 679-4000


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    

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes      No X 

Number of shares of common  stock,  par value $.001,  outstanding  as of May 13,
2005: 8,015,406


                      The Exhibit Index appears on page 21.












                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

               BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                                 (unaudited)
                                                   March 31,        December 31,
                                                        2005              2004

         Assets (Note 5)
Current assets:
     Cash.......................................       $246               $70
     Accounts receivable, net of allowance for
         doubtful accounts of $548 and $607
         respectively...........................      5,341             3,693
     Inventories (Note 4).......................      9,289            10,309
     Income tax receivable......................        322               320
     Prepaid and other current assets...........        741               654
     Deferred income taxes .....................        960               960
                                                --------------  ----------------
         Total current assets...................     16,899            16,006
Inventories, non-current (net) (Note 4).........      8,552             8,968
Property, plant and equipment, net of
    accumulated depreciation and
    amortization................................      6,086             6,214
Patents, net ...................................      2,145             2,240
Rights-of-Entry, net (Note 6)...................        915               977
Other assets, net...............................        925               925
Investment in Blonder Tongue
    Telephone LLC (Note 6)......................      1,336             1,430
Deferred income taxes...........................      1,396             1,396
                                                --------------  ----------------
                                                    $38,254           $38,156
                                                ==============  ================
      Liabilities and Stockholders' Equity
Current liabilities:
     Current portion of
       long-term debt (Note 5)..................     $2,293            $2,683
     Accounts payable...........................      1,510             1,497
     Accrued compensation.......................      1,095               639
     Accrued benefit liability..................        314               314
     Other accrued expenses (Note 8)............        301               270
                                                --------------  ----------------
         Total current liabilities..............      5,513             5,403
                                                --------------  ----------------
Long-term debt (Note 5).........................      6,708             5,830
Stockholders' equity:
     Preferred stock, $.001 par value;
         authorized 5,000 shares; no
         shares outstanding.....................          -                -
     Common stock, $.001 par value;
         authorized 25,000 shares,
         8,445 shares Issued.........................     8                 8
     Paid-in capital............................     24,202            24,202
     Retained earnings..........................      8,175             9,065
     Accumulated other comprehensive loss.......       (897)             (897)
     Treasury stock, at cost, 449 shares........     (5,455)           (5,455)
                                                --------------  ----------------
         Total stockholders' equity.............     26,033            26,923
                                                --------------  ----------------
                                                    $38,254           $38,156
                                                ==============  ================
          See accompanying notes to consolidated financial statements.


                                       2




               BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (unaudited)

                                                   Three Months Ended
                                                        March 31,
                                          --------------------------------------
                                               2005                  2004
                                          ----------------      ----------------

Net sales.............................          $9,269                $8,529
Cost of goods sold....................           6,742                 5,588
                                          ----------------      ----------------
    Gross profit......................           2,527                 2,941
                                          ----------------      ----------------
Operating expenses:
    Selling...........................           1,066                 1,045
    General and administrative........           1,653                 1,607
    Research and development..........             411                   411
                                          ----------------      ----------------
                                                 3,130                 3,063
                                          ----------------      ----------------
Loss from operations..................            (603)                 (122)
                                          ----------------      ----------------
Other expense
    Interest expense (net)............            (193)                 (275)
    Equity in loss of Blonder
        Tongue Telephone, LLC.........             (94)                    -
                                          ----------------      ----------------
                                                  (287)                 (275)
Loss before income taxes..............            (890)                 (397)
Benefit for income taxes..............               -                     -
                                          ----------------      ----------------
Net loss..............................           $(890)                $(397)
                                          ================      ================
Basic and diluted loss per share......          $(0.11)               $(0.05)
                                          ================      ================
Basic and diluted weighted average
        shares outstanding............           8,015                 7,997
                                          ================      ================






























          See accompanying notes to consolidated financial statements.


                                       3




               BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (unaudited)

                                                        Three Months Ended
                                                             March 31,
                                                      ----------------------
                                                         2005         2004
                                                      ----------  ----------
Cash Flows From Operating Activities:
     Net loss........................................   $(890)        $(397)
     Adjustments to reconcile net loss to cash
     provided by (used in) operating activities:
       Depreciation..................................     253           264
       Amortization..................................     160           186
       Allowance for doubtful accounts...............       -            90
       Provision for inventory reserves..............     603             -
       Equity in loss from Blonder Tongue
         Telephone, LLC..............................      94             -
       Changes in operating assets and liabilities:
         Accounts receivable.........................  (1,648)            -
         Inventories.................................      833         (877)
         Other current assets........................     (87)         (305)
         Other assets................................       -            43
         Income taxes................................      (2)          372
         Accounts payable, accrued compensation and
           accrued expenses..........................     500         1,462
                                                      -----------  ------------
         Net cash provided by (used in) operating
           activities................................    (184)          838
                                                      -----------  ------------
Cash Flows From Investing Activities:
     Capital expenditures............................    (125)          (97)
     Collection of note receivable...................       -           389
     Acquisition of rights-of-entry..................      (3)            -
                                                      -----------  ------------
     Net cash provided by (used in) investing
        activities...................................    (128)          292
                                                      -----------  ------------
Cash Flows From Financing Activities:
     Borrowings of long-term debt....................   3,640         2,945
     Repayments of long-term debt....................  (3,152)       (4,177)
     Proceeds from exercise of stock options.........       -            20
                                                      -----------  ------------
           Net cash provided by (used in) financing
             activities..............................     488        (1,212)
                                                      -----------  ------------
Net increase (decrease) in cash......................     176           (82)
Cash, beginning of period............................      70           195
                                                      -----------  ------------
Cash, end of period..................................    $246          $113
                                                      ===========  ============
Supplemental Cash Flow Information:
     Cash paid for interest..........................    $140          $278
     Cash paid for income taxes......................     $ 2             -
                                                      ===========  ============











          See accompanying notes to consolidated financial statements.




                                       4




               BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (In thousands)
                                   (unaudited)


Note 1 - Company and Basis of Presentation

     Blonder  Tongue   Laboratories,   Inc.  (the   "Company")  is  a  designer,
manufacturer  and supplier of  electronics  and systems  equipment for the cable
television  industry,  primarily  throughout the United States. The consolidated
financial statements include the accounts of Blonder Tongue  Laboratories,  Inc.
and subsidiaries.  Significant  intercompany accounts and transactions have been
eliminated in consolidation.

     The results for the first quarter of 2005 are not necessarily indicative of
the results to be expected  for the full fiscal year and have not been  audited.
In the opinion of management,  the accompanying unaudited consolidated financial
statements  contain all  adjustments,  consisting  primarily of normal recurring
accruals,  necessary for a fair  statement of the results of operations  for the
period presented and the consolidated  balance sheet at March 31, 2005.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed or omitted pursuant to the SEC rules and regulations.  These financial
statements should be read in conjunction with the financial statements and notes
thereto that were  included in the  Company's  latest annual report on Form 10-K
for the year ended December 31, 2004.

Note 2 - New Accounting Pronouncements

     In December, 2004, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 123R,  "Share-Based  Payment." This statement is a revision to SFAS No.
123,  "Accounting for Stock-Based  Compensation"  and supersedes APB Opinion No.
25,  "Accounting  for Stock Issued to  Employees."  This  statement  establishes
standards for the accounting for  transactions in which an entity  exchanges its
equity  instruments for goods or services,  primarily focusing on the accounting
for  transactions  in which an entity obtains  employee  services in share-based
payment transactions. Companies will be required to measure the cost of employee
services  received in exchange for an award of equity  instruments  based on the
grant-date fair value of the award (with limited  exceptions).  The cost will be
recognized  over the period  during  which an  employee  is  required to provide
service in exchange for the award,  which requisite  service period will usually
be the vesting  period.  The grant-date fair value of employee share options and
similar instruments will be estimated using option-pricing  models. If an equity
award is modified after the grant date,  incremental  compensation  cost will be
recognized  in an amount  equal to the excess of the fair value of the  modified
award  over  the  fair  value  of the  original  award  immediately  before  the
modification.  SFAS No. 123R will be effective for fiscal years  beginning after
June  15,  2005  and  allows  for  several   alternative   transition   methods.
Accordingly, the Company will adopt SFAS No. 123R in its first quarter of fiscal
2006.  The Company is currently  evaluating  the provisions of SFAS No. 123R and
has not yet  determined  the impact that this Statement will have on its results
of operations or financial position.

     In November,  2004,  the FASB issued SFAS No. 151,  "Inventory  Costs",  an
amendment  of  Accounting  Research  Bulletin  No. 43  Chapter  4. SFAS No.  151
clarifies the accounting for abnormal amounts of idle facility expense, freight,
handling  costs and wasted  material.  SFAS No. 151 is effective  for  inventory
costs incurred  during fiscal years  beginning  after June 15, 2005. The Company
does not  believe  adoption  of SFAS No. 151 will have a material  effect on its
consolidated financial position, results of operations or cash flows.

     In December,  2004, the FASB issued FASB Staff Position No. 109-1 ("FSP FAS
No.  109-1"),  "Application  of FASB Statement No. 109,  'Accounting  for Income
Taxes,' to the Tax Deduction on Qualified Production  Activities Provided by the
American  Jobs  Creation  Act of 2004." The American  Jobs  Creation Act of 2004
introduces  a special  tax  deduction  of up to 9% when fully  phased in, of the
lesser of "qualified  production  activities  income" or taxable income. FSP FAS
109-1 clarifies that this tax deduction should be accounted for as a special tax
deduction  in  accordance  with SFAS No.  109.  Although  FSP FAS No.  109-1 was
effective upon issuance,  the Company is still evaluating the impact FSP FAS No.
109-1 will have on its consolidated financial statements.

     In December,  2003, the FASB issued a revision to SFAS No. 132, "Employers'
Disclosures  about Pensions and Other  Postretirement  Benefits." This statement
does not change the  measurement or  recognition  aspects for pensions and other
post-retirement benefit plans; however, it does revise employers' disclosures to


                                       5



               BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (In thousands)
                                   (unaudited)



include more information about the plan assets,  obligations to pay benefits and
funding  obligations.  SFAS No. 132,  as revised,  is  generally  effective  for
financial  statements  with a fiscal year ending after  December  15, 2003.  The
Company has adopted the  required  provisions  of SFAS No. 132, as revised.  The
adoption of the required provisions of SFAS No. 132, as revised,  did not have a
material effect on the Company's consolidated financial statements.

     In May,  2003,  the FASB  issued  SFAS No.  150,  "Accounting  for  Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150  clarifies the  definition  of a liability as currently  defined in FASB
Concepts  Statement No. 6 "Elements of Financial  Statements,"  as well as other
planned revisions.  This statement requires a financial instrument that embodies
an obligation of an issuer to be  classified  as a liability.  In addition,  the
statement  establishes  standards for the initial and subsequent  measurement of
these  financial  instruments  and  disclosure  requirements.  SFAS  No.  150 is
effective for financial  instruments entered into or modified after May 31, 2003
and for all other  matters,  is effective at the  beginning of the first interim
period  beginning after June 15, 2003. The adoption of SFAS No. 150 did not have
a material effect on the Company's financial position or results of operations.

     In  January,   2003,  the  FASB  issued  Interpretation   ("FIN")  No.  46,
"Consolidation  of Variable  Interest  Entities" and in December 2003, a revised
interpretation  was issued  (FIN No. 46, as  revised).  In  general,  a variable
interest entity ("VIE") is a corporation partnership,  trust, or any other legal
structure used for business  purposes that either does not have equity investors
with  voting  rights or has  equity  investors  that do not  provide  sufficient
financial  resources  for the entity to support its  activities.  FIN No. 46, as
revised  requires  a VIE to be  consolidated  by a company  if that  company  is
designated  as the  primary  beneficiary.  The  interpretation  applies  to VIEs
created after January 31, 2003,  and for all financial  statements  issued after
December 15, 2003 for VIEs in which an enterprise held a variable  interest that
it acquired before February 1, 2003. The adoption of FIN No. 46, as revised, did
not have a material  effect on the  Company's  financial  position or results of
operations.

     In March,  2005, the Financial  Accounting  Standards Board ("FASB") issued
FASB interpretation ("FIN") No. 47, "Accounting for Conditional Asset Retirement
Obligations - An  Interpretation  of FASB  Statement No. 143" ("FIN 47"),  which
will result in (a) more consistent  recognition of liabilities relating to asset
retirement obligations, (b) more information about expected future cash outflows
associated with those obligations,  and (c) more information about investment in
long-lived  assets because  additional asset retirement costs will be recognized
as part of the carrying  amounts of the assets.  FIN 47 clarifies  that the term
conditional asset retirement obligation as used in SFAS No. 143, "Accounting for
Asset Retirement  Obligations," refers to a legal obligation to perform an asset
retirement  activity  in which  the  timing  and/or  method  of  settlement  are
conditional  on a future  event that may or may not be within the control of the
entity. The obligation to perform the asset retirement activity is unconditional
even though  uncertainty  exists about the timing and/or  method of  settlement.
Uncertainty  about the timing and/or method of settlement of a conditional asset
retirement  obligation  should be factored into the measurement of the liability
when sufficient  information  exists. FIN 47 also clarifies when an entity would
have  sufficient  information to reasonably  estimate the fair value of an asset
retirement obligation. FIN 47 is effective no later than the end of fiscal years
ending after  December 15, 2005. The Company plans to adopt FIN 47 at the end of
its 2005 fiscal year and does not believe that the adoption will have a material
impact on its results of operations or financial position.

Note 3 - Stock Options

     The Company  applies APB Opinion  No. 25,  Accounting  for Stock  Issued to
Employees, and related interpretations in accounting for its stock option plans.
Statement of Financial Accounting Standards No. 123 ("FAS 123"),  Accounting for
Stock-Based Compensation,  requires the Company to provide pro forma information
regarding  net  income  (loss) and net  income  (loss)  per  common  share as if
compensation cost for stock options granted under the plans, if applicable,  had
been determined in accordance with the fair value based method prescribed in FAS
123. The Company  does not plan to adopt the fair value based method  prescribed
by FAS 123.

     The Company  estimates  the fair value of each stock  option grant by using
the  Black-Scholes  option-pricing  model with the  following  weighted  average
assumptions  used for grants made during the three  months ended March 31, 2005:



                                       6



               BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (In thousands)
                                   (unaudited)



expected  lives of 9.5 years,  no dividend  yield,  volatility at 73%, risk free
interest rate of 3.2% for 2005. No options were granted  during the three months
ended March 31, 2004.

     Under  accounting  provisions  of FAS 123, the Company's net loss to common
shareholders  and net loss per common share would have been  adjusted to the pro
forma amounts indicated below (in thousands, except per share data):

                                            Three Months Ended March 31
                                            ---------------------------
                                              2005                2004
                                         --------------    ---------------
Net loss as reported ..................      $(890)             $(397)
Adjustment for fair value of stock
   options, net of tax.................        160                 41
                                         --------------    ---------------
     Pro forma.........................    $(1,050)             $(438)
                                         ==============    ===============
Net loss per share basic and diluted:
     As reported.......................     $(0.10)            $(0.05)
                                         ==============    ===============
     Pro forma.........................     $(0.13)            $(0.06)
                                         ==============    ===============

Note 4 - Inventories

         Inventories net of reserves are summarized as follows:

                                                    March 31,         Dec. 31,
                                                      2005              2004
                                                  --------------    -------------
Raw Materials....................................   $10,788            $11,308
Work in process..................................     1,297              1,698
Finished Goods...................................    10,703             10,615
                                                  --------------    -------------
                                                     22,788             23,621
Less current inventory...........................    (9,289)           (10,309)
                                                   --------------    -------------
                                                     13,499             13,312
Less Reserve for excess inventory................    (4,947)            (4,344)
                                                  --------------    -------------
                                                     $8,552             $8,968
                                                  ==============    =============

     The  Company  periodically  analyzes  anticipated  product  sales  based on
historical  results,  current  backlog  and  marketing  plans.  Based  on  these
analyses,  the Company anticipates that certain products will not be sold during
the next twelve months.  Inventories  that are not anticipated to be sold in the
next twelve months, have been classified as non-current.

     Over 60% of the non-current inventories are composed of raw materials.  The
Company has  established a program to use  interchangeable  parts in its various
product  offerings and to modify  certain of its finished  goods to better match
customer demands.  In addition the Company has instituted  additional  marketing
programs to dispose of the slower moving inventories.

     The Company  continually  analyzes  its  slow-moving,  excess and  obsolete
inventories.  Based on historical  and projected  sales volumes and  anticipated
selling prices, the Company establishes  reserves.  If the Company does not meet
its  sales  expectations  these  reserves  are  increased.   Products  that  are
determined to be obsolete are written down to net realizable  value. The Company
believes  reserves are adequate and  inventories are reflected at net realizable
value.


                                       7




               BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (In thousands)
                                   (unaudited)


Note 5 - Debt


     On March 20, 2002 the Company entered into a credit agreement with Commerce
Bank, N.A. for a $19,500 credit  facility,  comprised of (i) a $7,000  revolving
line of credit under which funds may be borrowed at LIBOR, plus a margin ranging
from  1.75% to 2.50%,  in each case  depending  on the  calculation  of  certain
financial  covenants,  with a floor of 5% through March 19, 2003,  (ii) a $9,000
term loan which bore interest at a rate of 6.75% through September 30, 2002, and
thereafter  at a fixed  rate  ranging  from  6.50% to  7.25% to reset  quarterly
depending on the calculation of certain  financial  covenants and (iii) a $3,500
mortgage loan bearing  interest at 7.5%.  Borrowings under the revolving line of
credit are limited to certain  percentages of eligible  accounts  receivable and
inventory,  as  defined  in  the  credit  agreement.   The  credit  facility  is
collateralized  by a  security  interest  in all of the  Company's  assets.  The
agreement  also  contains  restrictions  that  require  the  Company to maintain
certain  financial  ratios  as  well  as  restrictions  on the  payment  of cash
dividends.  The initial  maturity  date of the line of credit with Commerce Bank
was March 20, 2004. The term loan required equal monthly  principal  payments of
$187 and matures on April 1, 2006.  The mortgage  loan  requires  equal  monthly
principal  payments of $19 and matures on April 1, 2017.  The  mortgage  loan is
callable after five years at the lender's option.

     In November,  2003, the Company's  credit  agreement with Commerce Bank was
amended to modify the interest rate and amortization schedule for certain of the
loans thereunder, as well as to modify one of the financial covenants. Beginning
November 1, 2003,  the revolving  line of credit bore interest at the prime rate
plus 1.5%, with a floor of 5.5%, and the term loan began to accrue interest at a
fixed rate of 7.5%.  Beginning  December 1, 2003,  the term loan requires  equal
monthly  principal  payments of $193 plus interest with a final payment on April
1, 2006 of all remaining unpaid principal and interest.

     At March 31, 2003, June 30, 2003, September 30, 2003 and December 31, 2003,
the Company was unable to meet one of its financial covenants required under its
credit agreement with Commerce Bank, which non-compliance was waived by the Bank
effective as of each such date.

     In March,  2004,  the  Company's  credit  agreement  with Commerce Bank was
amended to (i) extend the  maturity  date of the line of credit  until  April 1,
2005,  (ii)  reduce the maximum  amount  that may be borrowed  under the line of
credit to $6,000,  (iii)  suspend the  applicability  of the cash flow  coverage
ratio  covenant  until  March 31,  2005,  (iv) impose a new  financial  covenant
requiring the Company to achieve certain levels of  consolidated  pre-tax income
on a quarterly  basis  commencing  with the fiscal quarter ended March 31, 2004,
and (v) require that the Company make a prepayment  against its outstanding term
loan to the Bank equal to 100% of the amount of any  prepayment  received by the
Company on its  outstanding  note  receivable  from a customer,  up to a maximum
amount of $500.

     At December 31, 2004,  the Company was unable to meet one of its  financial
covenants  required  under  its  credit  agreement  with  Commerce  Bank,  which
non-compliance was waived by the Bank effective as of such date.

In March, 2005, the Company's credit agreement with Commerce Bank was amended to
(i) extend the  maturity  date of the line of credit  until April 1, 2006,  (ii)
provide for a interest  rate on the  revolving  line of credit of the prime rate
plus  2.0%,  with a floor of 5.5%  (7.75% at March 31,  2005),  (iii)  waive the
applicability of consolidated  pre-tax income for the quarter ended December 31,
2004,  (iv) suspend the  applicability  of the cash flow coverage ratio covenant
until March 31, 2006, and (v) impose a financial  covenant requiring the Company
to achieve  certain levels of  consolidated  pre-tax income on a quarterly basis
commencing with the fiscal quarter ended March 31, 2005.

     At March 31,  2005,  the  Company  was unable to meet one of its  financial
covenants  required  under  its  credit  agreement  with  Commerce  Bank,  which
non-compliance was waived by the Bank effective as of such date.

Note 6 - Cable Systems and Telephone Products (Subscribers and passings in whole
         numbers)

     During June, 2002, the Company formed a venture with Priority Systems,  LLC
and  Paradigm  Capital  Investments,  LLC  for  the  purpose  of  acquiring  the
rights-of-entry  for certain  multiple  dwelling unit ("MDU")  cable  television
systems (the "Systems") owned by affiliates of Verizon Communications,  Inc. The


                                       8



               BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (In thousands)
                                   (unaudited)


venture entity,  BDR Broadband,  LLC ("BDR  Broadband"),  90% of the outstanding
capital stock of which is owned by the Company,  acquired the Systems, which are
comprised of approximately  3,070 existing MDU cable television  subscribers and
approximately  7,520 passings.  BDR Broadband paid approximately  $1,880 for the
Systems, subject to adjustment,  which constitutes a purchase price of $.575 per
subscriber.  The final closing date for the  transaction was on October 1, 2002.
The Systems were cash flow positive  beginning in the first year.  To date,  the
Systems have been upgraded with  approximately  $1,348 of interdiction and other
products of the Company and, during 2004, two of the Systems located outside the
region where the  remaining  Systems are located,  were sold. It is planned that
the Systems will be upgraded with approximately $400 of additional  interdiction
and other  products of the Company  over the course of  operation.  During July,
2003,  the Company  purchased  the 10% interest in BDR  Broadband  that had been
originally owned by Paradigm Capital Investments, LLC, for an aggregate purchase
price of $35,  resulting in an increase in the Company's  stake in BDR Broadband
from 80% to 90%.

     The purchase  price was  allocated  $1,524 to  rights-of-entry  and $391 to
fixed assets. The rights-of-entry are being amortized over a five-year period.

     In consideration  for its majority  interest in BDR Broadband,  the Company
advanced to BDR Broadband $250,  which was paid to the sellers as a down payment
against the final  purchase  price for the  Systems.  The Company also agreed to
guaranty  payment  of the  aggregate  purchase  price  for  the  Systems  by BDR
Broadband.  The  approximately  $1,630 balance of the purchase price was paid by
the  Company on behalf of BDR  Broadband  on November  30, 2002  pursuant to the
terms and in satisfaction of certain  promissory notes executed by BDR Broadband
in favor of the sellers.

     In March,  2003, the Company entered into a series of agreements,  pursuant
to which the Company acquired a 20% minority interest in NetLinc Communications,
LLC ("NetLinc")  and a 35% minority  interest in Blonder Tongue  Telephone,  LLC
("BTT") (to which the Company has licensed  its name).  The  aggregate  purchase
price  consisted of (i) up to $3,500  payable over a minimum of two years,  plus
(ii) 500 shares of the Company's common stock. NetLinc owns patents, proprietary
technology and know-how for certain  telephony  products that allow  Competitive
Local  Exchange  Carriers  ("CLECs") to  competitively  provide voice service to
MDUs.  Certain  distributorship  agreements were also concurrently  entered into
among  NetLinc,  BTT and the Company  pursuant  to which the Company  ultimately
acquired the right to  distribute  NetLinc's  telephony  products to private and
franchise cable operators as well as to all buyers for use in MDU  applications.
BTT partners  with CLECs to offer  primary  voice  service to MDUs,  receiving a
portion of the line  charges due from the CLECs'  telephone  customers,  and the
Company  offers for sale a line of telephony  equipment to complement  the voice
service.

     As a result of  NetLinc's  inability to retain a contract  manufacturer  to
manufacture  and  supply  the  products  in a timely  and  consistent  manner in
accordance  with the requisite  specifications,  in September,  2003 the parties
agreed to restructure  the terms of their business  arrangement  entered into in
March, 2003. The restructured  business arrangement was accomplished by amending
certain of the agreements  previously entered into and entering into certain new
agreements.  Some of the principal terms of the restructured arrangement include
increasing  the Company's  economic  ownership in NetLinc from 20% to 50% and in
BTT from 35% to 50%, all at no additional cost to the Company.  The cash portion
of the purchase price in the venture was decreased from $3,500 to $1,167 and the
then outstanding  balance of $342 was paid in installments of $50 per week until
it was paid in full in October, 2003. BTT has an obligation to redeem the $1,167
cash  component  of  the  purchase   price  to  the  Company  via   preferential
distributions  of cash flow under  BTT's  limited  liability  company  operating
agreement.  In addition,  of the 500 shares of common stock issued to BTT as the
non-cash component of the purchase price (fair valued at $1,030),  one-half (250
shares) have been pledged to the Company as collateral.  Under the  restructured
arrangement,  the Company can purchase similar telephony  products directly from
third party  suppliers  other than NetLinc  and, in  connection  therewith,  the
Company would pay certain  future  royalties to NetLinc and BTT from the sale of
these  products  by the  Company.  While the  distributorship  agreements  among
NetLinc,  BTT and the Company  have not been  terminated,  the Company  does not
anticipate purchasing products from NetLinc in the near term. NetLinc,  however,
continues to own intellectual property,  which may be further developed and used
in  the  future  to   manufacture   and  sell   telephony   products  under  the
distributorship  agreements. The Company accounts for its investments in NetLinc
and BTT using the equity method.


                                       9




               BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (In thousands)
                                   (unaudited)


Note 7 - Notes Receivable

     During   September,   2002,  the  Company  sold  inventory  at  a  cost  of
approximately  $1,447 to a private cable  operator for  approximately  $1,929 in
exchange for which the Company received notes receivable in the principal amount
of  approximately  $1,929.  The notes were payable by the customer in 48 monthly
principal and interest (at 11.5%)  installments of approximately  $51 commencing
January  1,  2003.  The  customer's  payment  obligations  under the notes  were
collateralized  by purchase money liens on the inventory sold and blanket second
liens on all other  assets  of the  customer.  The  Company  recorded  the notes
receivable  at the  inventory  cost and did not  recognize  any revenue or gross
profit  on the  transaction  until a  substantial  amount  of the  cost had been
recovered,  and  collectibility  was  assured.  The  balances  of the notes were
collected during the last three quarters of 2004 and approximately $482 of gross
margin and $356 of interest income was recognized.

Note 8 - Related Party Transactions

     On  January  1,  1995,   the  Company   entered  into  a   consulting   and
non-competition  agreement with a director, who is also the largest stockholder.
Under the  agreement,  the  director  provides  consulting  services  on various
operational and financial issues and as of March 31, 2005, was paid at an annual
rate of $152 but in no event is such annual rate  permitted to exceed $200.  The
director also agreed to keep all Company  information  confidential and will not
compete  directly or  indirectly  with the Company for the term of the agreement
and for a period of two years  thereafter.  The initial  term of this  agreement
expired on December 31, 2004 and automatically  renews thereafter for successive
one-year  terms  (subject to  termination  at the end of the initial term or any
renewal term on at least 90 days' notice). This agreement  automatically renewed
for a one-year extension until December 31, 2005.

     As of March 31,  2005,  the Chief  Executive  Officer  was  indebted to the
Company in the amount of $193,  for which no  interest  has been  charged.  This
indebtedness  arose  from a series  of cash  advances,  the  latest of which was
advanced in February  2002 and is included in other assets at March 31, 2005 and
December 31, 2004.

     The President of the Company lent the Company 100% of the purchase price of
certain  used-equipment  inventory  purchased by the Company in October  through
November of 2003.  The  inventory  was  purchased at a  substantial  discount to
market  price.  While the  aggregate  cost to purchase all of the  inventory was
approximately  $950,  the  maximum  amount of  indebtedness  outstanding  to the
President at any one time during 2004 was $675.  The Company repaid this loan in
full in July, 2004. The President made the loan to the Company on a non-recourse
basis,  secured solely by a security interest in the inventory  purchased by the
Company  and  the  proceeds  resulting  from  the  sale  of  the  inventory.  In
consideration for the extension of credit on a non-recourse basis, the President
received  from the  Company  interest on the  outstanding  balance at the margin
interest  rate he incurred for  borrowing the funds from his lenders plus 25% of
the gross profit  derived from the Company's  resale of such  inventory.  During
2004, interest on the loan paid to Mr. Palle was $12. In addition, Mr. Palle was
paid $33,  representing  an advance  payment  against his share of gross  profit
derived  from the resale of such  equipment,  the final  amount of which will be
determined as of December 31, 2005. In April 2004,  the President of the Company
acquired $75 of used equipment inventory,  which was subsequently sold by him to
the Company on a consignment basis. Payment by the Company for the goods becomes
due upon  the  sale  thereof  by the  Company  and  collection  of the  accounts
receivable  generated by such sales.  In connection  with the  transaction,  the
Company  agreed to pay the President  cost plus 25% of the gross profit  derived
from the sale of such  inventory.  At March 31, 2005,  the  aggregate  remaining
outstanding  balance due to the President  from the sale of the consigned  goods
was approximately $4 and was included in other accrued expenses.

     In March,  2003, the Company entered into a series of agreements,  pursuant
to which the Company acquired a 20% minority interest in NetLinc Communications,
LLC ("NetLinc")  and a 35% minority  interest in Blonder Tongue  Telephone,  LLC
("BTT").  During  September,  2003, the parties  restructured the terms of their
business  arrangement,  which  included  increasing  Blonder  Tongue's  economic
ownership  in  NetLinc  from 20% to 50% and in BTT  from  35% to 50%,  all at no
additional cost to Blonder Tongue. The cash portion of the purchase price in the
venture was decreased from $3,500 to $1,167, and was paid in full by the Company


                                       10



               BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (In thousands)
                                   (unaudited)


to BTT in October,  2003. As the non-cash  component of the purchase price,  the
Company issued 500 shares of Common Stock to BTT,  resulting in BTT becoming the
owner of greater than 5% of the  outstanding  Common  Stock of the Company.  The
Company  will  receive  preferential  distributions  equal  to the  $1,167  cash
component  of the  purchase  price from the cash flows of BTT.  One-half of such
Common  Stock (250  shares)  has been  pledged to the Company as  collateral  to
secure BTT's obligation.  Under the restructured  arrangement,  the Company pays
certain future royalties to NetLinc and BTT upon the sale of telephony products.
Through this telephony venture, BTT offers primary voice service to MDUs and the
Company  offers for sale a line of telephony  equipment to complement  the voice
service.





                                       11



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

Forward-Looking Statements

     In addition to  historical  information,  this  Quarterly  Report  contains
forward-looking  statements  relating to such matters as  anticipated  financial
performance,  business  prospects,  technological  developments,  new  products,
research and development  activities and similar matters. The Private Securities
Litigation  Reform  Act of  1995  provides  a safe  harbor  for  forward-looking
statements.  In order to comply with the terms of the safe  harbor,  the Company
notes that a variety of factors  could cause the  Company's  actual  results and
experience  to  differ   materially  from  the  anticipated   results  or  other
expectations expressed in the Company's  forward-looking  statements.  The risks
and uncertainties  that may affect the operation,  performance,  development and
results of the Company's business include, but are not limited to, those matters
discussed  herein in the section  entitled Item 2 - Management's  Discussion and
Analysis of Financial Condition and Results of Operations.  The words "believe",
"expect",    "anticipate",    "project"   and   similar   expressions   identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's analysis only as of
the date hereof.  The Company  undertakes no obligation to publicly revise these
forward-looking  statements to reflect events or circumstances  that arise after
the date hereof.  Readers should carefully review the risk factors  described in
other  documents  the Company  files from time to time with the  Securities  and
Exchange Commission,  including without limitation,  the Company's Annual Report
on Form 10-K for the year ended December 31, 2004 (See Item 1 - Business; Item 3
- - Legal Proceedings;  Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations; and Risk Factors).

General

     The Company was incorporated in November,  1988, under the laws of Delaware
as  GPS  Acquisition  Corp.  for  the  purpose  of  acquiring  the  business  of
Blonder-Tongue Laboratories, Inc., a New Jersey corporation which was founded in
1950 by Ben H. Tongue and Isaac S. Blonder to design,  manufacture  and supply a
line of  electronics  and systems  equipment  principally  for the Private Cable
industry.  Following the  acquisition,  the Company  changed its name to Blonder
Tongue  Laboratories,  Inc. The Company completed the initial public offering of
its shares of Common Stock in December, 1995.

     The Company is  principally  a  designer,  manufacturer  and  supplier of a
comprehensive line of electronics and systems equipment, primarily for the cable
television industry (both franchise and private cable). Over the past few years,
the Company has also  introduced  equipment  and  innovative  solutions  for the
high-speed  transmission  of data and the  provision  of  telephony  services in
multiple dwelling unit applications. The Company's products are used to acquire,
distribute  and  protect the broad range of  communications  signals  carried on
fiber optic,  twisted  pair,  coaxial cable and wireless  distribution  systems.
These  products  are sold to  customers  providing  an  array of  communications
services,  including  television,  high-speed data (Internet) and telephony,  to
single family  dwellings,  multiple  dwelling  units,  the lodging  industry and
institutions  such as  hospitals,  prisons,  schools and marinas.  The Company's
principal  customers are cable system  integrators  (both  franchise and private
cable operators,  as well as contractors) that design,  package,  install and in
most instances operate, upgrade and maintain the systems they build.

     The Company's  success is due in part to  management's  efforts to leverage
the Company's  reputation by broadening  its product line to offer one-stop shop
convenience  to private  cable and  franchise  cable system  integrators  and to
deliver products having a high performance-to-cost  ratio. The Company continues
to expand its core product  lines  (headend and  distribution),  to maintain its
ability to provide all of the electronic  equipment  needed to build small cable
systems  and  much of the  equipment  needed  in  larger  systems  for the  most
efficient operation and highest profitability in high density applications.

     In March,  1998,  the  Company  acquired  all of the assets and  technology
rights,  including  the  SMI  Interdiction  product  line,  of the  interdiction
business  of   Scientific-Atlanta,   Inc.  The  Company  is  utilizing  the  SMI
Interdiction  product  line  acquired  from  Scientific-Atlanta,  which has been
engineered primarily to serve the franchise cable market, as a supplement to the
Company's VideoMask(TM)Interdiction products, which are primarily focused on the
private cable market.


                                       12





     Over the past  several  years,  the  Company has  expanded  beyond its core
business by acquiring a private cable  television  system (BDR Broadband,  LLC )
and by acquiring an interest in a company offering a private  telephone  program
ideally suited to multiple dwelling unit applications (Blonder Tongue Telephone,
LLC). These acquisitions are described in more detail below.

     During June, 2002, the Company formed a venture with Priority Systems,  LLC
and  Paradigm  Capital  Investments,  LLC  for  the  purpose  of  acquiring  the
rights-of-entry for certain multiple dwelling unit cable television systems (the
"Systems")  owned by  affiliates  of Verizon  Communications,  Inc.  The venture
entity, BDR Broadband, 90% of the outstanding capital stock of which is owned by
the Company,  acquired the Systems,  which are comprised of approximately  3,070
existing MDU cable television  subscribers and approximately 7,520 passings. BDR
Broadband paid approximately  $1,880,000 for the Systems, subject to adjustment,
which  constitutes a purchase  price of $575 per  subscriber.  The final closing
date for the  transaction  was on October 1, 2002.  The  Systems  were cash flow
positive  beginning in the first year.  To date,  the Systems have been upgraded
with approximately $1,348 of interdiction and other products of the Company and,
during 2004, two of the Systems  located  outside the region where the remaining
Systems are located,  were sold. It is planned that the Systems will be upgraded
with approximately $400,000 of additional interdiction and other products of the
Company over the course of operation.  During July, 2003, the Company  purchased
the 10% interest in BDR  Broadband  that had been  originally  owned by Paradigm
Capital Investments,  LLC, for an aggregate purchase price of $35,000, resulting
in an increase in the Company's stake in BDR Broadband from 80% to 90%.

     In consideration  for its majority  interest in BDR Broadband,  the Company
advanced  to BDR  Broadband  $250,000,  which was paid to the  sellers as a down
payment  against the final  purchase  price for the  Systems.  The Company  also
agreed to guaranty  payment of the aggregate  purchase  price for the Systems by
BDR Broadband.  The approximately  $1,630,000  balance of the purchase price was
paid by the Company on behalf of BDR Broadband on November 30, 2002, pursuant to
the terms and in satisfaction of certain  promissory  notes (the "Seller Notes")
executed by BDR Broadband in favor of the sellers.

     The Company  believes that the model it devised for acquiring and operating
the Systems has been  successful and can be replicated  for other  transactions.
The  Company  also  believes  that  opportunities  currently  exist  to  acquire
additional   rights-of-entry   for  multiple  dwelling  unit  cable  television,
high-speed  data  and/or  telephony  systems.  The  Company  is  seeking  and is
presently negotiating several such opportunities, although there is no assurance
that the Company will be  successful  in  consummating  these  transactions.  In
addition,   the  Company   may  need   financing   to  acquire  the   additional
rights-of-entry,  and financing  may not be available on acceptable  terms or at
all.

     In March,  2003, the Company entered into a series of agreements,  pursuant
to which the Company acquired a 20% minority interest in NetLinc Communications,
LLC ("NetLinc")  and a 35% minority  interest in Blonder Tongue  Telephone,  LLC
("BTT") (to which the Company has licensed  its name).  The  aggregate  purchase
price  consisted  of (i) up to  $3,500,000  payable over a minimum of two years,
plus (ii) 500,000  shares of the Company's  common stock.  NetLinc owns patents,
proprietary  technology and know-how for certain  telephony  products that allow
Competitive  Local Exchange  Carriers  ("CLECs") to competitively  provide voice
service  to MDUs.  Certain  distributorship  agreements  were also  concurrently
entered into among  NetLinc,  BTT and the Company  pursuant to which the Company
ultimately  acquired the right to  distribute  NetLinc's  telephony  products to
private and  franchise  cable  operators as well as to all buyers for use in MDU
applications.  BTT partners  with CLECs to offer  primary voice service to MDUs,
receiving a portion of the line charges due from the CLECs' telephone customers,
and the Company offers for sale a line of telephony  equipment to complement the
voice service.

     As a result of  NetLinc's  inability to retain a contract  manufacturer  to
manufacture  and  supply  the  products  in a timely  and  consistent  manner in
accordance  with the requisite  specifications,  in September,  2003 the parties
agreed to restructure  the terms of their business  arrangement  entered into in
March, 2003. The restructured  business arrangement was accomplished by amending
certain of the agreements  previously entered into and entering into certain new
agreements.  Some of the principal terms of the restructured arrangement include
increasing  the Company's  economic  ownership in NetLinc from 20% to 50% and in
BTT from 35% to 50%, all at no additional cost to the Company.  The cash portion
of the purchase price in the venture was decreased from $3,500,000 to $1,166,667
and the then outstanding balance of $342,000 was paid in installments of $50,000


                                       13




per week until it was paid in full in October, 2003. In addition, of the 500,000
shares of common stock  issued to BTT as the non-cash  component of the purchase
price (fair valued at $1,030,000),  one-half  (250,000 shares) have been pledged
to the Company as collateral to secure BTT's  obligation to repay the $1,167,667
cash  component  of  the  purchase   price  to  the  Company  via   preferential
distributions  of cash flow under  BTT's  limited  liability  company  operating
agreement. Under the restructured arrangement,  the Company can purchase similar
telephony  products  directly from third party suppliers other than NetLinc and,
in  connection  therewith,  the Company  would pay certain  future  royalties to
NetLinc  and BTT from  the sale of these  products  by the  Company.  While  the
distributorship  agreements  among  NetLinc,  BTT and the Company  have not been
terminated,  the Company does not anticipate purchasing products from NetLinc in
the near term. NetLinc,  however,  continues to own intellectual property, which
may be  further  developed  and  used in the  future  to  manufacture  and  sell
telephony products under the distributorship agreements.

     In addition to receiving  incremental  revenues  associated with its direct
sales  of  the  telephony  products,  the  Company  also  anticipates  receiving
additional revenues from telephony services provided by or through contracts for
such services  obtained by BDR  Broadband,  BTT (through the Company's 50% stake
therein) as well as through joint ventures with third parties.  While the events
related to the  restructuring  resulted in a delay in the Company's  anticipated
revenue stream from the sale of telephony  products,  the Company  believes that
these  revised  terms are  beneficial  and will result in the  Company  enjoying
higher  gross  margins  on  telephony   equipment  unit  sales  as  well  as  an
incrementally  higher proportion of telephony service revenues.  It has been the
Company's  experience during the past year that the time frame from introduction
of  a  telephony   service   opportunity  to   consummation  of  the  associated
right-of-entry  agreement,  is longer than the time frame  relating to obtaining
rights-of-entry  for the provision of video and high-speed  data services.  This
protracted  time  frame has had an  adverse  impact on the  growth of  telephony
system  revenues.  Material  incremental  revenues  associated  with the sale of
telephony  products are not presently  anticipated to be received until at least
the third quarter of 2005.

Results of Operations

First three months of 2005 Compared with first three months of 2004

     Net Sales. Net sales increased  $740,000 or 8.7% to $9,269,000 in the first
three  months of 2005 from  $8,529,000  in the first three  months of 2004.  The
increase in sales is primarily  attributed to an increase in capital spending by
cable system operators,  primarily for the Company's  distribution  products and
headend  products.  Included in net sales are  revenues  from BDR  Broadband  of
$417,000 and $346,000 for the first three months of 2005 and 2004, respectively.

     Cost of Goods Sold.  Cost of goods sold  increased  to  $6,472,000  for the
first three months of 2005 from  $5,588,000  for the first three months of 2004,
and increased as a percentage of sales to 72.7% from 65.5%. These increases were
caused  primarily  by an  increase in the  inventory  reserve of $603,000 in the
first quarter of 2005, and secondarily by increased sales volume.

     Selling  Expenses.  Selling expenses  increased to $1,066,000 for the first
three  months  of 2005 from  $1,045,00  in the  first  three  months of 2004 but
decreased as a  percentage  of sales to 11.5% for the first three months of 2005
from  12.3% for the first  three  months of 2004.  This  increase  is  primarily
attributable  to an increase in wages and fringe  benefits of $105,000 due to an
increase in headcount,  offset by a reduction in royalty  expense of $64,000 due
to reduced sales of royalty related products.

     General and Administrative  Expenses.  General and administrative  expenses
increased to $1,653,000  for the first three months of 2005 from  $1,607,000 for
the first three months of 2004 but  decreased as a percentage  of sales to 17.8%
for the first  three  months of 2005 from  18.8% for the first  three  months of
2004. The increase in these expenses can be primarily  attributed to an increase
in consulting fees of $69,000 related to designing and documenting the Company's
internal  control  over  financial  reporting  as required by Section 404 of the
Sarbanes-Oxley Act of 2002.

     Research  and  Development  Expenses.  Research  and  development  expenses
remained  at  $411,000  in the first  three  months of 2005 as compared to first
three months of 2004.  Research and  development  expenses,  as a percentage  of
sales,  decreased  to 4.4% in the  first  three  months of 2005 from 4.8% in the
first three months of 2004.


                                       14





     Operating  Loss.  Operating loss was $603,000 for the first three months of
2005  compared  to  $122,000  for the  first  three  months  of 2004,  primarily
attributable to the $603,000 increase in inventory reserves.

     Interest Expense. Interest expense decreased to $193,000 in the first three
months of 2005 from $275,000 in the first three months of 2004.  The decrease is
the result of lower average borrowing.

Liquidity and Capital Resources

     As of March 31, 2005 and December 31, 2004, the Company's  working  capital
was $11,386,000 and $10,603,000,  respectively.  The increase in working capital
is attributable primarily to an increase in long term debt of $878,000.

     The Company's  net cash used in operating  activities  for the  three-month
period  ended March 31,  2005 was  $184,000,  compared  to net cash  provided by
operating  activities for the three-month period ended March 31, 2004, which was
$838,000.  The  decrease is  attributable  primarily  to an increase in accounts
receivable of $1,648,000.

     Cash  used in  investing  activities  was  $128,000,  which  was  primarily
attributable to capital  expenditures  for new equipment and upgrades to the BDR
Broadband Systems of $125,000.

     Cash  provided by  financing  activities  was  $488,000 for the first three
months  of 2005  primarily  comprised  of  $3,640,000  of  borrowings  offset by
$3,152,000 of repayments of debt.

     On March 20, 2002 the Company entered into a credit agreement with Commerce
Bank,  N.A. for a  $19,500,000  credit  facility,  comprised of (i) a $7,000,000
revolving  line of credit  under which  funds may be  borrowed at LIBOR,  plus a
margin ranging from 1.75% to 2.50%, in each case depending on the calculation of
certain financial  covenants,  with a floor of 5% through March 19, 2003, (ii) a
$9,000,000  term loan which bore interest at a rate of 6.75%  through  September
30, 2002,  and  thereafter  at a fixed rate ranging from 6.50% to 7.25% to reset
quarterly depending on the calculation of certain financial covenants, and (iii)
a  $3,500,000  mortgage  loan  bearing  interest at 7.5%.  Borrowings  under the
revolving line of credit are limited to certain percentages of eligible accounts
receivable  and  inventory,  as  defined  in the  credit  agreement.  The credit
facility  is  collateralized  by a  security  interest  in all of the  Company's
assets.  The agreement  also contains  restrictions  that require the Company to
maintain certain financial ratios as well as restrictions on the payment of cash
dividends.  The initial  maturity  date of the line of credit with Commerce Bank
was March 20, 2004. The term loan required equal monthly  principal  payments of
$187,000 and matures on April 1, 2006.  The mortgage loan requires equal monthly
principal payments of $19,000 and matures on April 1, 2017. The mortgage loan is
callable after five years at the lender's option.

     In November, 2003,  the Company's  credit  agreement with Commerce Bank was
amended to modify the interest rate and amortization schedule for certain of the
loans thereunder, as well as to modify one of the financial covenants. Beginning
November 1, 2003,  the revolving  line of credit bore interest at the prime rate
plus 1.5%, with a floor of 5.5%, and the term loan began to accrue interest at a
fixed rate of 7.5%.  Beginning  December 1, 2003,  the term loan requires  equal
monthly  principal  payments of $193,000  plus  interest with a final payment on
April 1, 2006 of all remaining unpaid principal and interest.

     At March 31, 2003, June 30, 2003, September 30, 2003 and December 31, 2003,
the Company was unable to meet one of its financial covenants required under its
credit agreement with Commerce Bank, which non-compliance was waived by the Bank
effective as of each such date.

     In March, 2004,  the Company's  credit  agreement  with  Commerce  Bank was
amended to (i) extend the  maturity  date of the line of credit  until  April 1,
2005,  (ii)  reduce the maximum  amount  that may be borrowed  under the line of
credit to $6,000,000,  (iii) suspend the applicability of the cash flow coverage
ratio  covenant  until  March 31,  2005,  (iv) impose a new  financial  covenant
requiring the Company to achieve certain levels of  consolidated  pre-tax income
on a quarterly  basis  commencing  with the fiscal quarter ended March 31, 2004,
and (v) require that the Company make a prepayment  against its outstanding term
loan to the Bank equal to 100% of the amount of any  prepayment  received by the
Company on its  outstanding  note  receivable  from a customer,  up to a maximum
amount of $500,000.


                                       15



     At December 31, 2004,  the Company was unable to meet one of its  financial
covenants  required  under  its  credit  agreement  with  Commerce  Bank,  which
non-compliance was waived by the Bank effective as of such date.

     In March,  2005,  the  Company's  credit  agreement  with Commerce Bank was
amended to (i) extend the  maturity  date of the line of credit  until  April 1,
2006,  (ii) provide for a interest rate on the  revolving  line of credit of the
prime rate plus 2.0%, with a floor of 5.5% (7.75% at March 31, 2005, (iii) waive
the applicability of consolidated  pre-tax income for the quarter ended December
31,  2004,  (iv)  suspend  the  applicability  of the cash flow  coverage  ratio
covenant until March 31, 2006, and (v) impose a financial covenant requiring the
Company to achieve certain levels of consolidated  pre-tax income on a quarterly
basis commencing with the fiscal quarter ended March 31, 2005.

     At March 31,  2005,  the  Company  was unable to meet one of its  financial
covenants  required  under  its  credit  agreement  with  Commerce  Bank,  which
non-compliance was waived by the Bank effective as of such date.

     At  March  31,  2005,  there  was  $3,911,000,  $1,858,000  and  $2,858,000
outstanding  under the revolving  line of credit,  term loan and mortgage  loan,
respectively.

     The Company has from time to time  experienced  short-term cash requirement
issues.  In 2002, the Company paid  approximately  $1,880,000 in connection with
acquiring its majority interest in BDR Broadband and paying off the Seller Notes
for BDR Broadband.  In addition,  the Company will incur additional  obligations
related to royalties, if any, in connection with its $1,167,000 cash investments
during 2003, in NetLinc and BTT. While the Company's  existing  lender agreed to
allow the Company to fund both the BDR Broadband obligations and the NetLinc/BTT
obligations using its line of credit,  such lender did not agree to increase the
maximum amount available under such line of credit. These expenditures,  coupled
with the March 2004  amendment to the Company's  credit  agreement with Commerce
Bank described above, and certain near-term funding requirements relating to the
purchase  of a large  quantity  of  high-speed  data  products,  will reduce the
Company's  working  capital.  The Company is exploring  various  alternatives to
enhance its working  capital,  including  inventory-related  pricing and product
reengineering  efforts, as well as seeking alternative  financing.  During 2004,
BDR Broadband had positive cash flow,  which is expected to continue in 2005. As
such,  BDR  Broadband  is not  presently  anticipated  to  adversely  impact the
Company's working capital.

New Accounting Pronouncements

     In December, 2004, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 123R,  "Share-Based  Payment." This statement is a revision to SFAS No.
123,  "Accounting for Stock-Based  Compensation"  and supersedes APB Opinion No.
25,  "Accounting  for Stock Issued to  Employees."  This  statement  establishes
standards for the accounting for  transactions in which an entity  exchanges its
equity  instruments for goods or services,  primarily focusing on the accounting
for  transactions  in which an entity obtains  employee  services in share-based
payment transactions. Companies will be required to measure the cost of employee
services  received in exchange for an award of equity  instruments  based on the
grant-date fair value of the award (with limited  exceptions).  The cost will be
recognized  over the period  during  which an  employee  is  required to provide
service in exchange for the award,  which requisite  service period will usually
be the vesting  period.  The grant-date fair value of employee share options and
similar instruments will be estimated using option-pricing  models. If an equity
award is modified after the grant date,  incremental  compensation  cost will be
recognized  in an amount  equal to the excess of the fair value of the  modified
award  over  the  fair  value  of the  original  award  immediately  before  the
modification.  SFAS No. 123R will be effective for fiscal years  beginning after
June  15,  2005  and  allows  for  several   alternative   transition   methods.
Accordingly, the Company will adopt SFAS No. 123R in its first quarter of fiscal
2006.  The Company is currently  evaluating  the provisions of SFAS No. 123R and
has not yet  determined  the impact that this Statement will have on its results
of operations or financial position.

     In November,  2004,  the FASB issued SFAS No. 151,  "Inventory  Costs",  an
amendment  of  Accounting  Research  Bulletin  No. 43  Chapter  4. SFAS No.  151
clarifies the accounting for abnormal amounts of idle facility expense, freight,
handling  costs and wasted  material.  SFAS No. 151 is effective  for  inventory
costs incurred  during fiscal years  beginning  after June 15, 2005. The Company
does not  believe  adoption  of SFAS No. 151 will have a material  effect on its
consolidated financial position, results of operations or cash flows.


                                       16





     In December,  2004, the FASB issued FASB Staff Position No. 109-1 ("FSP FAS
No.  109-1"),  "Application  of FASB Statement No. 109,  'Accounting  for Income
Taxes,' to the Tax Deduction on Qualified Production  Activities Provided by the
American  Jobs  Creation  Act of 2004." The American  Jobs  Creation Act of 2004
introduces  a special  tax  deduction  of up to 9% when fully  phased in, of the
lesser of "qualified  production  activities  income" or taxable income. FSP FAS
109-1 clarifies that this tax deduction should be accounted for as a special tax
deduction  in  accordance  with SFAS No.  109.  Although  FSP FAS No.  109-1 was
effective upon issuance,  the Company is still evaluating the impact FSP FAS No.
109-1 will have on its consolidated financial statements.

     In December,  2003, the FASB issued a revision to SFAS No. 132, "Employers'
Disclosures  about Pensions and Other  Postretirement  Benefits." This statement
does not change the  measurement or  recognition  aspects for pensions and other
post-retirement benefit plans; however, it does revise employers' disclosures to
include more information about the plan assets,  obligations to pay benefits and
funding  obligations.  SFAS No. 132,  as revised,  is  generally  effective  for
financial  statements  with a fiscal year ending after  December  15, 2003.  The
Company has adopted the  required  provisions  of SFAS No. 132, as revised.  The
adoption of the required provisions of SFAS No. 132, as revised,  did not have a
material effect on the Company's consolidated financial statements.

     In May,  2003,  the FASB  issued  SFAS No.  150,  "Accounting  for  Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150  clarifies the  definition  of a liability as currently  defined in FASB
Concepts  Statement No. 6 "Elements of Financial  Statements,"  as well as other
planned revisions.  This statement requires a financial instrument that embodies
an obligation of an issuer to be  classified  as a liability.  In addition,  the
statement  establishes  standards for the initial and subsequent  measurement of
these  financial  instruments  and  disclosure  requirements.  SFAS  No.  150 is
effective for financial  instruments entered into or modified after May 31, 2003
and for all other  matters,  is effective at the  beginning of the first interim
period  beginning after June 15, 2003. The adoption of SFAS No. 150 did not have
a material effect on the Company's financial position or results of operations.

     In  January,   2003,  the  FASB  issued  Interpretation   ("FIN")  No.  46,
"Consolidation  of Variable  Interest  Entities" and in December 2003, a revised
interpretation  was issued  (FIN No. 46, as  revised).  In  general,  a variable
interest entity ("VIE") is a corporation partnership,  trust, or any other legal
structure used for business  purposes that either does not have equity investors
with  voting  rights or has  equity  investors  that do not  provide  sufficient
financial  resources  for the entity to support its  activities.  FIN No. 46, as
revised  requires  a VIE to be  consolidated  by a company  if that  company  is
designated  as the  primary  beneficiary.  The  interpretation  applies  to VIEs
created after January 31, 2003,  and for all financial  statements  issued after
December 15, 2003 for VIEs in which an enterprise held a variable  interest that
it acquired before February 1, 2003. The adoption of FIN No. 46, as revised, did
not have a material  effect on the  Company's  financial  position or results of
operations.

     In March,  2005, the Financial  Accounting  Standards Board ("FASB") issued
FASB interpretation ("FIN") No. 47, "Accounting for Conditional Asset Retirement
Obligations - An  Interpretation  of FASB  Statement No. 143" ("FIN 47"),  which
will result in (a) more consistent  recognition of liabilities relating to asset
retirement obligations, (b) more information about expected future cash outflows
associated with those obligations,  and (c) more information about investment in
long-lived  assets because  additional asset retirement costs will be recognized
as part of the carrying  amounts of the assets.  FIN 47 clarifies  that the term
conditional asset retirement obligation as used in SFAS No. 143, "Accounting for
Asset Retirement  Obligations," refers to a legal obligation to perform an asset
retirement  activity  in which  the  timing  and/or  method  of  settlement  are
conditional  on a future  event that may or may not be within the control of the
entity. The obligation to perform the asset retirement activity is unconditional
even though  uncertainty  exists about the timing and/or  method of  settlement.
Uncertainty  about the timing and/or method of settlement of a conditional asset
retirement  obligation  should be factored into the measurement of the liability
when sufficient  information  exists. FIN 47 also clarifies when an entity would
have  sufficient  information to reasonably  estimate the fair value of an asset
retirement obligation. FIN 47 is effective no later than the end of fiscal years
ending after  December 15, 2005. The Company plans to adopt FIN 47 at the end of
its 2005 fiscal year and does not believe that the adoption will have a material
impact on its results of operations or financial position.



                                       17


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The  market  risk  inherent  in the  Company's  financial  instruments  and
positions represents the potential loss arising from adverse changes in interest
rates.  At  March  31,  2005  and 2004 the  principal  amount  of the  Company's

aggregate  outstanding variable rate indebtedness was $3,911,000 and $3,531,000,
respectively.  A  hypothetical  100 basis point increase in interest rates would
have had an annualized  unfavorable impact of approximately $39,000 and $35,000,
respectively,  on the  Company's  earnings  and  cash  flows  based  upon  these
quarter-end  debt  levels.  At March  31,  2005,  the  Company  did not have any
derivative financial instruments.

ITEM 4.  CONTROLS AND PROCEDURES

     The Company  carried out an evaluation,  under the supervision and with the
participation  of  its  principal  executive  officer  and  principal  financial
officer,  of the  effectiveness  of the design and  operation  of the  Company's
disclosure  controls and  procedures as of the end of the period covered by this
report. Based on this evaluation,  the Company's principal executive officer and
principal financial officer concluded that the Company's disclosure controls and
procedures  were  effective  in timely  alerting  them to  material  information
required to be included in the  Company's  periodic  SEC  reports.  It should be
noted that the design of any system of  controls  is based in part upon  certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future conditions,  regardless of how remote;  however,  the Company's principal
executive  officer and  principal  financial  officer  have  concluded  that the
Company's  disclosure  controls  and  procedures  are  effective at a reasonable
assurance level.

     In  addition,  the Company  reviewed its  internal  control over  financial
reporting.  In connection with  conducting its audit of the Company's  financial
statements   for  the  fiscal  year  ended  December  31,  2004,  the  Company's
independent   auditor  uncovered  material   weaknesses  in  certain  accounting
procedures,  including preparation and review of certain account analyses, which
led to issues  relating to calculating  inventory  cost, its  calculation of the
equity loss in BTT and estimating a valuation reserve for deferred income taxes.
The delay in preparing these  estimates and reviewing such accounts  resulted in
fourth quarter  adjustments in inventory,  its calculation of the equity loss in
BTT and deferred income taxes. In March, 2005 the Company implemented procedures
to prepare  and review an analysis  of these  accounts  on a quarterly  basis to
rectify this  weakness in  accounting  procedures.  During the  Company's  first
fiscal  quarter  of 2005,  there  have been no other  changes  in the  Company's
internal  control  over  financial  reporting,  to the extent  that  elements of
internal  control  over  financial  reporting  are  subsumed  within  disclosure
controls and procedures, that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial reporting.



                                       18


                         PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     The Company is a party to certain  proceedings  incidental  to the ordinary
course of its business, none of which, in the current opinion of management,  is
likely to have a material  adverse effect on the Company's  business,  financial
condition, or results of operations.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS

     Exhibits

     The exhibits are listed in the Exhibit Index appearing at page 21 herein.














                                       19








                                   SIGNATURES

     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.

                                              BLONDER TONGUE LABORATORIES, INC.



   Date:  May 16, 2005                        By:      /s/  James A. Luksch
                                                 James A. Luksch
                                                 Chief Executive Officer



                                              By:      /s/  Eric Skolnik
                                                 Eric Skolnik
                                                 Senior Vice President and Chief
                                                  Financial Officer
                                                  (Principal Financial Officer)



                                       20





                                  EXHIBIT INDEX




Exhibit #          Description                               Location

3.1       Restated Certificate of         Incorporated by reference from Exhibit
          Incorporation of Blonder        3.1 to S-1 Registration Statement No.
          Tongue Laboratories, Inc.       33-98070 originally filed October 12,
                                          1995, as amended.

3.2       Restated Bylaws of Blonder      Incorporated by reference from Exhibit
          Tongue Laboratories, Inc.       3.2 to S-1 Registration Statement No.
                                          33-98070 originally filed October 12,
                                          1995, as amended.

10.1      Third Amendment to Loan         Filed herewith.
          and Security Agreement
          between Blonder Tongue
          Laboratories, Inc and
          Commerce Bank, N.A., dated
          March 30, 2005.

31.1      Certification of James A.       Filed herewith.
          Luksch pursuant to
          Section 302 of the Sarbanes-
          Oxley Act of 2002.

31.2      Certification of Eric           Filed herewith.
          Skolnik pursuant to
          Section 302 of the
          Sarbanes-Oxley Act of 2002.



32.1      Certification pursuant to       Filed herewith.
          Section 906 of Sarbanes-
          Oxley Act of 2002.





                                       21

EX-10

                                 THIRD AMENDMENT
                         TO LOAN AND SECURITY AGREEMENT

     This Third Amendment to Loan and Security Agreement  ("Amendment") is dated
as of  March  30,  2005,  by  and  between  BLONDER  TONGUE  LABORATORIES,  INC.
("Borrower") a Delaware corporation, and COMMERCE BANK, N.A., a national banking
association ("Lender").

                                   BACKGROUND

     A.  Pursuant to the terms of a certain  Loan and Security  Agreement  dated
March 20, 2002, by and between  Borrower and Lender (as the same has been or may
be supplemented,  restated,  superseded,  amended or replaced from time to time,
the  "Loan  Agreement"),  Lender  made  available  to  Borrower  certain  credit
facilities.  All capitalized terms used herein without further  definition shall
have the respective meanings set forth in the Loan Agreement.

     B. The Loans are secured  by,  inter alia,  continuing  perfected  security
interests in and first liens upon all existing or thereafter  arising  assets of
Borrower.

     C. As of the date hereof, an Event of Default exists under the terms of the
Loan Agreement by virtue of Borrower's  failure to comply with Section 6.8(d) of
the Loan Agreement for the fiscal quarter  ending  December 31, 2004  ("Existing
Default").

     D. Borrower has requested that Lender waive the Existing Default and extend
the term of Loan Agreement and Lender has agreed to such extension in accordance
with, and subject to, the satisfaction of the conditions hereof.

     NOW, THEREFORE, with the foregoing Background incorporated by reference and
intending to be legally bound hereby, the parties agree as follows:

     1. Waiver of Existing Default.  Borrower acknowledges and agrees that as of
this date, the Existing Default has occurred and remains  outstanding  under the
Loan Documents. Upon satisfaction of the Effectiveness Conditions, Lender waives
the Existing  Default.  Such waiver  shall in no way  constitute a waiver of any
other Event of Default  which may have  occurred  but which is not  specifically
referenced as an "Existing Default," nor shall it obligate Lender to provide any
further  waiver of any other Event of Default  (whether  similar or  dissimilar,
including any further Events of Default  resulting from a failure to comply with
Section 6.8(d) of the Loan Agreement).

     2. Amendments to Loan Agreement.

          a.  Section I of the Loan  Agreement  shall be amended by deleting the
     definitions of "Revolving Credit Maturity Date" and "Revolving Credit Rate"
     in their entirety, and replacing them as follows:

               (i) Revolving Credit Maturity Date - April 1, 2006.

               (ii) Revolving  Credit Rate - a per annum rate equal to the Prime
          Rate plus two hundred  (200) basis  points,  but in no event shall the
          Revolving Credit Rate ever be less than 5.5%.




          b.  Section  6.8(a)  of the Loan  Agreement  shall be  deleted  in its
     entirety and replaced as follows:

               6.8(a) Cash Flow Coverage Ratio: Borrower shall have and maintain
          as of each fiscal quarter end beginning with the fiscal quarter ending
          March 31,  2006, a Cash Flow  Coverage  Ratio of not less than 1.15 to
          1.0, measured quarterly on a rolling four quarter basis as of the last
          of each fiscal quarter.

          c.  Section  6.8 (c) of the Loan  Agreement  shall be  deleted  in its
     entirety and replaced as follows:

               c.  Consolidated  Operating  Income:   Borrower  shall  have  and
          maintain  as of each  fiscal  quarter  end  beginning  with the fiscal
          quarter ending March 31, 2006, a Consolidated Operating Income of Zero
          Dollars ($0) or greater,  measured quarterly on a rolling four quarter
          basis as of the last day of each fiscal quarter.

          d.  Section  6.8(d)  of the Loan  Agreement  shall be  deleted  in its
     entirety and replaced as follows:

               6.8(d) Minimum Consolidated  Pre-Tax Income:  Borrower shall have
          and  maintain  a  Consolidated  Pre-Tax  Income of not less (or,  with
          respect  to any  net  loss,  not  more)  than  the  following  amounts
          (non-cumulative) for the following periods:

                    Period                                Amount

       Quarter ending March 31, 2005             net loss of $225,000;
       Quarter ending June 30, 2005              $400,000;
       Quarter ending September 30, 2005         $200,000; and
       Quarter ending December 31, 2005          net loss of $375,000.

          e.  Borrower and Lender agree that Borrower was not required to comply
     with the terms of  Section  6.8(c)  of the Loan  Agreement  for the  fiscal
     quarters  ending March 31,  2004,  June 30,  2004,  September  30, 2004 and
     December 31, 2004.

     3.  Representations  and  Warranties.  Borrower  warrants and represents to
Lender as of the date hereof that:

          a. Prior  Representations.  By execution of this  Amendment,  Borrower
     reconfirms all warranties and representations made to Lender under the Loan
     Agreement  and the other Loan  Documents  respectively  and  restates  such
     warranties and representations as of the date hereof, all of which shall be
     deemed   continuing  until  all  of  the  Obligations  due  to  Lender  are
     indefeasibly paid and satisfied in full.

          b.  Authorization.  The  execution  and  delivery  by Borrower of this
     Amendment  and the  performance  by  Borrower  of the  transactions  herein
     contemplated  (i) are and will be within  its  powers  and (ii) are not and
     will not be in  contravention  of any  order of  court or other  agency  of
     government,  of law or of any material indenture,  agreement or undertaking
     to which Borrower is a party or by which the property of Borrower is bound,
     or be in  conflict  with,  result in a breach of, or  constitute  (with due
     notice and/or lapse of time) a default under, any such material  indenture,
     agreement, or undertaking, or result in the imposition of any lien, charge,


                                       2


     or  encumbrance  of any nature (other than liens in favor of Lender) on any
     of the properties of Borrower.

          c. Valid,  Binding and Enforceable.  This Amendment and any assignment
     or other  instrument,  document or  agreement  executed  and  delivered  in
     connection  herewith,  will be valid, binding and enforceable in accordance
     with their respective terms.

          d. No Default. After giving effect to Section 1 of this Amendment,  no
     Default or Event of Default exists.

     4.  Collateral.  As  security  for  the  payment  of the  Obligations,  and
satisfaction by Borrower of all covenants and undertakings contained in the Loan
Agreement,  Borrower  hereby  confirms its prior grant to Lender of a continuing
lien on and  security  interest in, upon and to all of  Borrower's  now owned or
hereafter  acquired,  created  or  arising  Collateral  (including  the  Pledged
Collateral, as defined in the Pledge Agreement).

     5.  Ratification of Loan Documents.  This Amendment is hereby  incorporated
into  and  made a part of the  Loan  Agreement  and  all  other  Loan  Documents
respectively,  the terms and provisions of which,  except to the extent modified
by this Amendment are each ratified and confirmed and continue unchanged in full
force and effect.  Borrower  acknowledges  and agrees that it has no deductions,
defenses,  setoffs,  claims or counterclaims of any nature,  with respect to its
obligations  to Lender.  Any reference to the Loan  Agreement and all other Loan
Documents  respectively in this or any other  instrument,  document or agreement
related  thereto  or  executed  in  connection  therewith  shall  mean  the Loan
Agreement  and  all  other  Loan  Documents  respectively  as  amended  by  this
Amendment.

     6. Confirmation of Indebtedness. Borrower confirms and acknowledges that as
of the close of  business  on March 22,  2005,  it is indebted to Lender for the
Revolving  Credit  (including  Letters  of Credit)  in the  principal  amount of
$4,545,913.35,  Term Loan A in the principal amount of  $1,857,500.00,  and Term
Loan B in the principal amount of $2,819,444.60, without any deduction, defense,
setoff, claim or counterclaim, of any nature, plus all fees, costs, and Expenses
(including  reasonable  attorneys' fees) incurred to date in connection with the
Loan Documents.

     7. Confirmation of Guarantor. Guarantor hereby consents to and acknowledges
the terms and conditions of this Amendment and agrees that its Surety  Agreement
dated March 20, 2002 shall  continue in full force and effect and shall continue
to cover all  obligations  of Borrower  outstanding  from time to time under the
Loan Agreement as amended hereby.

     8.  Effectiveness  Conditions.  This Amendment shall become  effective upon
satisfaction of the following conditions ("Effectiveness Conditions"):

          a. Execution and delivery by Borrower of this Amendment to Lender.

          b. Payment to Lender of a non-refundable fully earned extension fee of
     $5,000.  Borrower directs Lender to charge Borrower's operating account for
     the extension fee.

          c. Payment to Lender of a  non-refundable  fully earned  waiver fee of
     $10,000. Borrower directs Lender to charge Borrower's operating account for
     the waiver fee.

          d. Payment of all outstanding Expenses.


                                       3



     9.  Release and Waiver of Claims.  For and in  consideration  of the mutual
covenants  and  obligations  set forth in this  Amendment,  and  other  good and
valuable  consideration  the receipt of which is hereby  acknowledged,  Borrower
hereby releases and forever discharges,  remises, and holds harmless, Lender and
each of its affiliates,  subsidiaries (direct or indirect), officers, directors,
employees, agents or attorneys,  successors and assigns, of and from and against
all  manner of  actions,  causes  of  action,  suits,  damages,  losses,  costs,
expenses,  claims and  demands  whatsoever,  in law or in equity  (collectively,
"Claims"),  which Borrower ever had, or now has, by reason of any matter,  claim
or cause of action of any kind whatsoever to the date of this Amendment, whether
known or unknown (other than Claims  arising from Lender's  gross  negligence or
willful misconduct, as finally determined by a court of competent jurisdiction),
including  without  limitation,  those  relating  in any  way to:  (i) the  Loan
Documents, (ii) any acts, transactions, or events that are the subject matter of
the Loan Documents,  (iii) the communications and business dealings among Lender
and Borrower (or any officer,  director,  or  shareholder  of Borrower) from the
beginning of  communications  and business  dealings  between  Lender on the one
hand, and Borrower on the other,  related in any way to the Loan Documents,  the
negotiation and execution of this Amendment,  or the  transactions  contemplated
hereby or thereby.

     10.  Governing  Law.  This  Amendment  and all  instruments,  documents and
agreements,  and all matters relating or arising  therefrom,  and the rights and
obligations  of the  parties  hereto  and  thereto,  shall  be  governed  by and
interpreted in accordance with the laws of the State of New Jersey.

     11.  Severability.  The invalidity or  unenforceability of any provision of
this Amendment shall not affect the validity or  enforceability of the remaining
provisions.

     12.  Modification.   This  Amendment  may  not  be  modified,  amended,  or
terminated except by an agreement in writing executed by the parties hereto.

     13.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts and by the different parties hereto in separate counterparts,  each
execution page of which when so executed and delivered shall be an original, but
all of which shall together constitute on and the same instrument.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       4




     IN WITNESS  WHEREOF,  the undersigned  parties have executed this Amendment
the day and year first above written.

                                            BORROWER:

                                            BLONDER TONGUE LABORATORIES, INC.



                                            By:                             
                                            Name:                           
                                            Title:                          

                                            GUARANTOR:

                                            BLONDER TONGUE INVESTMENT COMPANY



                                            By:                             
                                            Name:                           
                                            Title:                          

                                            LENDER:

                                            COMMERCE BANK, N.A.



                                            By:                                       
                                                 Kurt J. Fuoti, Senior Vice President


                                       5

EX-31

                                                                    Exhibit 31.1


                                  CERTIFICATION

     I, James A. Luksch, Chief Executive Officer of Blonder Tongue Laboratories,
Inc., certify that:

     1.   I  have  reviewed  this  quarterly  report on Form 10-Q of Blonder
          Tongue Laboratories, Inc.;

     2.   Based  on my  knowledge,  this  report does not contain any untrue
          statement of a material fact oromit to state a material fact necessary
          to make the statements made, in light of the circumstances under which
          such statements were  made, not misleading  with respect to the period
          covered by this report;

     3.   Based on my knowledge, the financial statements, and   other financial
          information included in this report,  fairly  present inv all material
          respects the financial condition, results of operations and cash flows
          of  the  registrant as of, and for,  the  periods  presented  in  this
          report;

     4.   The registrant's other certifying officer(s) and I are responsible for
          establishing and maintaining  disclosure  controls and  procedures (as
          defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for the
          registrant and have:

          a)   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this quarterly report is being prepared;

          b)   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

          c)   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               fiscal  quarter  in  the  case  of an  annual  report)  that  has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,   the   registrant's   internal  control  over  financial
               reporting; and

     5.   The registrant's  other  certifying officer(s) and I  have  disclosed,
          based on our most recent evaluation of internal control over financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's  board of directors (or persons performing the equivalent
          functions):

          a)   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          b)   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.


Date:  May 16, 2005

                                           /s/  James A. Luksch
                                           James A. Luksch
                                           Chief Executive Officer
                                           (Principal Executive Officer)

EX-31

                                                                    Exhibit 31.2

                                  CERTIFICATION

     I, Eric  Skolnik,  Senior Vice  President  and Chief  Financial  Officer of
Blonder Tongue Laboratories, Inc., certify that:

     1.   I  have  reviewed  this  quarterly  report on Form 10-Q of Blonder
          Tongue Laboratories, Inc.;

     2.   Based  on my  knowledge,  this  report does not contain any untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this report;

     3.   Based  on  my  knowledge,  the  financial  statements,  and  other
          financial  information included in this report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this report;

     4.   The registrant's other certifying officer(s) and I are responsible
          for  establishing and maintaining  disclosure  controls and procedures
          (as defined in Exchange Act Rules  13a-15(e)  and  15d-15(e))  for the
          registrant and have:

          a)   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this quarterly report is being prepared;

          b)   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

          c)   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               fiscal  quarter  in  the  case  of an  annual  report)  that  has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,   the   registrant's   internal  control  over  financial
               reporting; and

     5.   The registrant's other certifying officer(s) and I have disclosed,
          based on our most recent evaluation of internal control over financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's  board of directors (or persons performing the equivalent
          functions):

          a)   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          b)   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.



Date:  May 16, 2005


                                   /s/  Eric Skolnik
                                   Eric Skolnik
                                   Senior Vice President and
                                    Chief Financial Officer
                                    (Principal Financial Officer)

EX-32

                                                                    Exhibit 32.1





                                  CERTIFICATION
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     To the knowledge of each of the  undersigned,  this Report on Form 10-Q for
the quarter ended March 31, 2005 fully complies with the requirements of Section
13(a) or 15(d) of the  Securities  Exchange  Act of 1934,  as  amended,  and the
information  contained in this Report fairly presents, in all material respects,
the  financial   condition   and  results  of   operations  of  Blonder   Tongue
Laboratories, Inc. for the applicable reporting period.


Date:  May 16, 2005                      By:      /s/  James A. Luksch
                                            James A. Luksch, Chief Executive Officer



                                         By:      /s/  Eric Skolnik
                                            Eric Skolnik, Chief Financial Officer