U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
- ---------------------------------------

FORM 10-QSB

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

For the quarterly period ended September 30, 2004
Commission File No. 2-67918

Mikros Systems Corporation
- --------------------------
(Exact Name of Small Business Issuer as Specified
 in its Charter)

Delaware				14-1598200
- --------				----------
(State of Other Jurisdiction	(I.R.S. Employer
 of Incorporation or Organization) Identification No.)

707 Alexander Road, Building Two, Suite 208,
Princeton, New Jersey 08540
- -------------------------------------------
(Address of Principal Executive Offices)

609-987-1513
- ------------
(Issuer's Telephone Number, Including Area Code)

- -------------------------------------------------
(Former Address, If Changed Since Last Report)

Check whether the Issuer: (1) filed all reports required to
be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the past 12 months (or for such shorter
period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the
past 90 days.

Yes: ___X___      No:_______

State the number of shares outstanding of each of the Issuer's
classes of common stock, as of November 9, 2004:

Class                           Number of Shares
- -----                           ----------------
Common Stock, Par Value $.01      31,766,753

Transitional Small Business Disclosure Format (check one):

Yes:___  ___        No:__X____






TABLE OF CONTENTS
						     PAGE #
PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements     3

	CONDENSED BALANCE SHEET
	As of September 30, 2004       4

    	CONDENSED STATEMENTS OF OPERATIONS
	For the Three Months Ended and Nine Months Ended
       September 30, 2004 and 2003   5

	CONDENSED STATEMENTS OF CASH FLOWS
	 For the Nine Months Ended September 30,
        2004 and 2003  6

	NOTES TO THE CONDENSED FINANCIAL
       STATEMENTS    7

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

         Overview        10

	  Results of Operations  11

	  Liquidity                           11

 Item 3. Controls and Procedures  12

PART II  OTHER INFORMATION

	   Item 6.  Exhibits            13

	   SIGNATURES               14

          CERTIFICATIONS                 15





MIKROS SYSTEMS CORPORATION
CONDENSED BALANCE SHEET
(UNAUDITED)

				     September 30,
ASSETS				        2004
- ------ 				--------

CURRENT ASSETS

  Cash					$  53,991
  Receivable on Government
      Contracts                 	  109,439
  Other Current Assets		    4,304
					  --------
  TOTAL CURRENT ASSETS		  167,734
   					  --------

FIXED ASSETS

  EQUIPMENT				   67,738
    Less: Accumulated Depreciation (59,005)
					  --------
FIXED ASSETS, NET			    8,733
				         --------
TOTAL ASSETS		  	 	$ 176,467
                                  =========

  See Accompanying Notes to Condensed Financial Statements







MIKROS SYSTEMS CORPORATION
CONDENSED BALANCE SHEET
(UNAUDITED)


                                                   September 30,
LIABILITIES AND SHAREHOLDERS' DEFICIENCY              2004
						      ------------
CURRENT LIABILITIES

  Accrued Payroll and Payroll Taxes		      $34,679
  Accrued Expenses				       45,685
  Accounts Payable				       19,873
                                                 ---------
TOTAL CURRENT LIABILITIES                         $100,237
                                            --------

REDEEMABLE SERIES C PREFERRED STOCK
  par value $.01 per share, authorized 150,000
  shares, issued and outstanding 5,000 shares
  		                                     80,450
			                             -------
SHAREHOLDERS' DEFICIENCY

  Preferred Stock, convertible,
  par value $.01 per share, authorized 2,000,000
  shares, issued and outstanding 255,000 shares
                                                     2,550

  Preferred Stock, Series B convertible, par value
  $.01 per share, authorized 1,200,000 shares, issued
  and outstanding 1,102,433 shares                  11,024

  Preferred Stock, Series D, par value $.01 per
  share, 690,000 shares authorized, issued and
  outstanding                                        6,900

  Common Stock, par value $.01 per share,
  authorized 60,000,000 shares, issued and
  outstanding 31,766,753                           317,668

  Capital in excess of par                      11,422,976
  Accumulated deficit                          (11,765,338)
                                                -----------
TOTAL SHAREHOLDERS' DEFICIENCY                 (     4,220)
                                                -----------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY  $  176,467
                                               ============

See Accompanying Notes to Condensed Financial Statements.










MIKROS SYSTEMS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)


			     Three Months Ended          Nine Months Ended
		    Sept, 30, 2004  Sept. 30, 2003   Sept. 30, 2004 Sept. 30, 2003
Revenues:

$     217,750   $   20,718   $ 724,820 $ 50,665
 -------------    ------------   -------------  -------------
Cost of Sales    148,055    23,807     468,262    31,949
 -------------    ------------   -------------  --------------
Gross Margin      69,695    (3,089)     256,558     18,716
  -------------    -------------  -------------  ---------------
Expenses:

 Engineering	34,473      6,901	    69,713   111,159
225:   General & Administrative  49,238  25,952    129,630    23,936
226:    -------------    -------------   -------------  -------------
  32,853         199,343          135,095
228:    -------------    -----------    -------------   -------------

230:    Operating Income (Loss)   (14,016)   (35,942)   57,215   (116,379)

   Other Income	 67,298	    -          67,298                -
 -------------    ------------   -------------   -------------
Net Income (Loss)       $  53,282    $ (35,942)   $  124,513   $(116,379)
============    ============   =============  ==============
Basic and diluted
Earnings (loss)
  per share             $     0.00    $    (0.00)     $     0.00     $   (0.00)
============    =============   ============= =============


See Accompanying Notes to Condensed Financial Statements.










MIKROS SYSTEMS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

                                                The Nine Months Ended
                                        September 30, 2004   September 30, 2003
                                        ------------------   ------------------
Cash Flow From Operating Activities:
   Net Income(Loss)                      $   124,513		   $ (116,379)
Adjustments to reconcile Net Income (Loss) to net cash
 provided by (Used in) Operating
 Activities:
 Depreciation and Amortization	          3,608                3,459
   Net Changes in Operating Assets and
   Liabilities
  (Increase) Decrease in:
   Accounts Receivable			        (58,891)	        20,942
   Other Current Assets	                  (175)               (3,460)

 Increase (Decrease) in:
   Accounts Payable  			          3,012                    -
   Accrued Payroll and Payroll Taxes	        (11,499)	         1,721
   Other Accrued Expenses	       	        (15,405)	   	 42,143
                                             ---------             ---------
 Net Cash Provided by(Used in)
    Operations                                 45,163	        (51,574)
                                             ---------	       ---------
Net Increase (Decrease) in Cash	          45,163               (51,574)
 Cash, beginning of the period                  8,828                 55,361
                                             ---------             ---------
Cash, at the end of the period	 $        53,991 	   $       3,787
                                             ========= 	       =========

Supplemental Disclosure of Non-Cash Financing Activities:

During 2003 the Company received a contribution of all outstanding stock of two
affiliates.  The Company now controls each of these companies and has received
additional paid in capital on this transaction of $48,704.


See Accompanying Notes to Condensed Financial Statements.







MIKROS SYSTEMS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2004
(UNAUDITED)


Note 1 Basis of Presentation:

The financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission.  Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted
pursuant to such rules and regulations.  These financial statements
should be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report on Form
10-KSB for the year ended December 31, 2003.

In the opinion of the Company's management, the accompanying
unaudited financial statements contain all adjustments,
consisting solely of those which are of a normal recurring
nature, necessary to present fairly its financial position as
of September 30, 2004 and the results of its operations and
its cash flows for the nine months ended September 30, 2004.

Interim results are not necessarily indicative of results
for the full fiscal year.

The Company's financial statements have been prepared
assuming that the Company will be able to continue as
a going concern.  The Company has sustained substantial
operating losses in recent years.  In addition, the Company
has used substantial amounts of working capital in its
operations.  These conditions raise substantial doubt
about the Company's ability to continue as a going
concern.  Management's plans and intentions on
the going concern issue are discussed below.  These financial
statements do not include any adjustments that would be
required if the Company were unable to continue as a going
concern.

The Company's ability to continue as a going concern is dependent
upon its ability to generate sufficient cash flows to meet its
obligations as they come due. Management has pursued Small Business
Innovative Research (SBIR) contracts in order to generate cash flow,
while also allowing development of new potential products.  For example
the Phase II Multiple Function Distributed Analysis Tool (MFDAT0 SBIR)
contract with the Naval Surface Warfare Center in Dahlgren, Virginia is
expected to continue through the first quarter of 2005. This contract is
a cost plus fixed fee contract and the Company is billing its actual costs
on a bi-weekly basis, providing crucial cash flow.  The Company was
awarded an
additional SBIR Phase I firm-fixed price contract from the Office of Naval
Research (ONR) for approximately $100,000. In September 2004, the
Company was awarded a
Small Business Innovation Research (SBIR) Phase III contract from
the Naval Surface
Weapons Center  Dahlgren, VA valued at approximately $2,400,000,
the contract is to
complete the development and to begin initial production of an intelligent
test tool for
Navy radars.  The Multi-Function Distributed Analysis Tool ( MFDAT) has
been designed by
the Company under a $1,000,000 SBIR Phase II contract, which
began in August 2003.

If cash flows are insufficient, there would be a material adverse
effect on the Company's financial position and operations and
its ability to continue as a going concern.  This would force
the Company to further reduce its expenditures, reduce its workforce,
sell certain assets or possibly explore additional alternatives
including seeking bankruptcy protection.

In view of these matters, realization of  a major portion of the assets
in the accompanying balance sheet is dependent upon continued operations
of the Company, which in turn is dependent on the Company being able to
sustain sufficient cash flow to support further development for its new
potential products and continuing operations.  Management believes that
actions presently being taken to sustain the Company's operating and
financial requirements will allow it to continue as a going concern.


Note 2  Shareholder's Equity:


CONVERTIBLE PREFERRED STOCK
- ---------------------------

Each share of the convertible preferred stock can be redeemed at the
Company's option for $1 per share or can be converted into shares of
the Company's common stock.  Each share of preferred stock is
convertible into one share of common stock.  This conversion rate is
subject to adjustment in certain circumstances.  Upon any liquidation,
dissolution or winding up of the Company, each holder will be entitled
to their redemption price once shareholders of Series B and Series C
preferred stock have been fully paid.


SERIES B CONVERTIBLE PREFERRED STOCK
- ------------------------------------

Each share of Series B Preferred Stock is convertible into three
shares of the Company's common stock at a price of $.33 per share
of common stock to be received upon conversion and entitles the
holder thereof to cast three votes on all matters to be voted
on by the Company's Shareholders.  Upon any liquidation,
dissolution, or winding up of the Company, each holder of
Series B Preferred Stock will be entitled to be paid, after
all distributions of payments are made upon the Series C
Preferred Stock and before any payment is made upon the
Company's Convertible Preferred Stock, an amount in cash equal
to $1.00 for each share of Series B Preferred Stock held,
and such holders will not be entitled to any further payment.

MANDATORILY REDEEMABLE SERIES C PREFERRED STOCK
- -----------------------------------------------

The Series C Preferred Stock is not convertible into any
other class of the Company's stock and is subject to redemption
at the Company's option at any time and redemption is mandatory if
certain events occur, such as capital reorganizations, consolidations,
mergers, or sale of all or substantially all of the Company's assets.
Upon any liquidation, dissolution or winding up of the Company, each
holder of Series C Preferred Stock will be entitled to be paid, before
any distribution or payment is made upon any other class of stock of
the Company, an amount in cash equal to the then effective redemption
price for each share of Series C Preferred Stock held by such holder,
and the holders of Series C Preferred Stock will not be entitled to any
further payment.

SERIES D PREFERRED STOCK
- ------------------------

The Series D Preferred Stock provides for an annual cumulative
dividend of $.10 per share.  The shares are not convertible into
any other class of stock and are subject to redemption at the
Company's option at any time at a redemption price of $1.00
per share plus all unpaid cumulative dividends.  Upon liquidation,
dissolution or winding up of the Corporation, each holder of Series
D Preferred Stock will be entitled to be paid, after all distributions
or payments are made upon the Corporation's Convertible Preferred
Stock, Series B Preferred Stock, and Series C Preferred Stock, an
amount in cash equal to the Redemption Price for each share of
Series D Preferred Stock held by such holder. The holders of
Series D Preferred Stock will not be entitled to any further payment.


As of September 30, 2004, there were dividends in arrears
on shares of Series D Preferred Stock of approximately $741,000.

Note 3  Related Party Transaction:
- ----------------------------------

In January 2003, Paul G. Casner, Thomas Lynch, Thomas J.
Meaney, Wayne E. Meyer and Tom L. Schaffnit each contributed
certain equity interests of Mobile Broadcasting Corporation (MBC)
and Data Design and Development Corporation (3D) to the capital
of the Company.  Upon this contribution, MBC and 3D became
wholly owned subsidiaries of the Company.  These equity
interests were acquired by such individuals from Safeguard
Scientifics (Delaware), Inc. in November 2002.  Each of
Messrs. Casner, Lynch, Meaney, Meyer and Schaffnit is
a Director of the Company.  Mr. Meaney also is President,
Chief Executive Officer and Chief Financial Officer of
the Company.  These wholly-owned subsidiaries were
subsequently dissolved.

Note 4  Earnings (Loss) Per Share

The Company's calculation of earnings (loss) per share
is as follows for the periods presented:




				The Three Months Ended     The Nine Months Ended
Sept. 30, 2004 Sept. 30, 2003 Sept.30,2004 Sept.30, 2003


Net Income (Loss) Applicable to Common
 Stockholders	         $ 53,282     $(35,942) $124,513    $(116,379)
     ==========  ==========  ==========  ==========

487:   Average Basic Shares Outstanding 31,766,753  31,566,753
                31,766,753 31,566,753
488: Assumed conversion of preferred stock 3,562,299 - 3,562,299 -
          -         -      -            -
485:    ----------   ----------  ----------   -----------
492: Average dilutive shares outstanding
                    35,329,052 31,566,753 35,329,052 31,566,753
487:  ===========  =========== ==========   ===========

Net Earnings (Loss) Per Common Share
 basic and diluted	$     0.00   $     (0.00)  $     0.00   $   (0.00)
===========  ============ ==========  ===========

A total of 5,855,737 common stock options and warrants were not
included in the computation of diluted earnings per share because of
their anti-dilutive effect for the nine months and quarter ended
September 30, 2004.

A total of 5,835,283 common stock options and warrants and
3,562,299 of convertible shares of preferred stock were not included
in the computation of diluted earnings per share because of
their anti-dilutive effect for the nine months and quarter ended
September 30, 2003.

Note 5  Other Income
- ---------------------

In the third quarter of 2004, the Company wrote off certain obligations that it
had previously recorded on its financial statements.  The aggregate amount of
such write-offs totaled $67,298 for obligations incurred by
the Company between 1986 and 1998.  These accrual reversals are included in the
accompanying statements of operations as other income for the quarter and
nine months ended September 30, 2004 and were based upon changes in the
estimates of the accruals necessary for these obligations.




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



OVERVIEW
- ---------------

Mikros Systems Corporation (the "Company") was founded in 1978
in Albany, New York.  The Company's headquarters are located
at 707 Alexander Road, Suite 208, Princeton, New Jersey;
telephone (609)987-1513.

Initially, the Company supplied technology for military
applications. The related knowledge base and proprietary
technology developed was recognized as applicable to
the rapidly expanding wireless business in the commercial
sector.

In 1995, the Company's Board of Directors decided the
Company should pursue commercial contracts which would
employ advanced techniques to enhance the data transmission
rates in the AM and FM radio spectrum. Since the Company had
limited resources, it was decided to pursue the AM technology.

In 1996, Safeguard Scientifics (Delaware), Inc., (Safeguard)
invested $1,000,000 in the Company in exchange for 10%
ownership in the Company.  At the same time, Mobile
Broadcasting Corporation (MBC) was created to exploit the
AM radio technology, particularly in mobile or portable
platforms such as automobiles.  Initially, Safeguard
invested $1,000,000  in MBC for 75% ownership and the
Company owned the remaining 25%.  The Company's share
in MBC was subsequently increased to 50% as a
result of the Company's investment in the development
of this technology.

3D was founded in 1996 as a part of the Company's agreement with
Safeguard Scientific and retained ownership of the AM
and FM technology.  3D had licensed the FM technology
rights in North America to the Company and the AM
technology rights in North America to MBC.  Mikros
owned two-thirds of 3D and Safeguard owned the remaining one-third.

In May 2002, the Company entered into a phase I
research contract with the Naval Surface Warfare Center
in Dahlgren, Virginia.  This contract was designed to
help fund the development of a certain technology to
be utilized by the U.S. Department of Defense.
This contract provided for research funding of
approximately $100,000 in 2002 and 2003.

In November 2002, Safeguard Scientifics sold its
equity interests in MBC, 3D and the Company to Paul
G. Casner, Thomas Lynch, Thomas J. Meaney, Wayne E.
Meyer and Tom L. Schaffnit, each of whom is a
Director of the Company.  Mr. Meaney also is President,
Chief Executive Officer and Chief Financial Officer
of the Company. Each of such individuals acquired
from Safeguard Scientifics (Delaware), Inc. 382,400
shares of the Company's Common Stock and warrants to
purchase 1,091,800 shares of Common Stock.  In
January 2003, Messrs. Casner, Lynch, Meaney,
Meyer and Schaffnit each contributed the equity
interests of MBC and 3D to the capital
of the Company.  Upon this contribution, MBC
and 3D became wholly owned subsidiaries of the Company,
and these subsidiaries were subsequently dissolved in
2003.



In 2003, the Company's only revenues were generated
from Phase I and II research contracts with the Naval
Surface Warfare Center in Dahlgren, Virginia.  The Phase
II contract was entered into on August 8, 2003 and is
expected to continue through the first quarter of 2005.
The contract provided for initial research funding of
$150,000, which was later increased to $600,000.  The
contract also provides for supplemental funding of
up to $150,000, at the option of the issuer. The Contract
is cost plus a fixed fee contract and the Company is
billing its actual costs on a bi-weekly basis.  As of
September 30, 2004, the Company had billed $662,787
under this phase II contract.

In June 2004, the Company was awarded a Small Business
Innovation Research (SBIR) Phase I contract from the
Office of Naval Research valued at approximately
$100,000, the contract is for researching and evaluating
techniques to minimize interference between the U.S. Navy
radar and wireless communication systems.

In September 2004, the Company was awarded a Small Business
Innovation Research (SBIR) Phase III contract from the
Naval Surface Weapons Center Dahlgren, VA valued at approximately
$2,400,000, the contract is to complete the development and
to begin initial production of an intelligent test tool for
Navy radars.  The Multi-Function Distributed Analysis Tool
MFDAT) has been designed by the Company under a $1,000,000 SBIR
Phase II contract, which began in August 2003.

Statements contained or incorporated by reference in this
Quarterly Report on Form 10-QSB that are not based on historical
fact are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended.  These forward-looking
statements regarding future events and our future results are based
on current expectations, estimates, forecasts, and projections
and the beliefs and assumptions of our management including, without
limitation, our expectations regarding results of operations, selling,
general and administrative expenses, research and development expenses
and the sufficiency of our cash for future operations.  Forward-looking
statements may be identified by the use of forward-looking terminology
such as "may," "will," "expect," "estimate," "anticipate," "continue,"
or similar terms, variations of such terms or the negative of those terms.
Such forward-looking statements include, without limitation,
statements regarding technology under development,
strategies and objectives.  The forward-looking
statements include risks and uncertainties, including,
but not limited to, the Company's ability to
continue as a going concern, the anticipated size of
and growth in the markets for the Company's products, the
trends favoring the use of the Company's proposed
commercial products, the anticipated demand for the
Company's new products, the timing of development and
implementation of the Company's new product offerings,
the utilization of such products by the Company's clients
and trends in future operating performance, and other
factors not within the Company's control.  The factors
discussed herein and expressed from time to time in the
Company's filings with the Securities and Exchange Commission
could cause actual results and development to be materially
different from those expressed in or implied by such statements.
The forward-looking statements made herein are only made as
of the date of this report and the Company undertakes no
obligation to publicly update such forward-looking statements
to reflect subsequent events or circumstances.

The discussion and analysis of the Company's financial condition
and results of operations are based upon the Company's condensed
financial statements, which have been prepared in
accordance with accounting principles generally accepted in the
United States.  The preparation of these financial
statements requires management of the Company to make
estimates and assumptions that affect the reported amounts
of assets and liabilities as of the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting periods.  Actual results could differ
materially from these estimates.  For a more detailed
explanation of judgments made in these areas, refer to
our Annual Report on Form 10-KSB for the year ended
December 31, 2003.

Changes to Accounting Policies and Estimates
- --------------------------------------------

The Company's critical accounting policies and estimates are set
forth in the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2003.  As of September 30, 2004, there have been
no changes to such critical accounting policies and estimates.

Compliance with Sarbanes-Oxley Requirements
- -------------------------------------------

Section 404 of the Sarbanes-Oxley Act of 2002 requires management to
perform an evaluation of its internal control over financial reporting
and have our independent auditors attest to such evaluation.  We have been
actively preparing for the implementation of this requirement by, among other
things, establishing an ongoing program to document, evaluate and test the
systems and processes necessary for compliance.  While we anticipate that we
will be able to comply on a timely basis with these requirements, unforeseen
delays may occur which could prevent us from achieving timely compliance. If
we fail to complete our evaluation on a timely basis and in a satisfactory
manner, of if our external auditors are unable to attest on a timely basis to
the adequacy of our internal control, we may be subject to additional scrutiny
surrounding our internal control over financial reporting.

Results of Operations
- ---------------------

Three Months Ended September 30, 2004 and 2003

There were revenues of $217,750 for the third quarter ended September
30, 2004 compared to $20,718 for the same period in 2003 and
there were Cost of Sales of $148,055 for the quarter ended
September 30, 2004 versus $23,807 for the same period in 2003. This activity
fluctuation was the result of the SBIR Phase II contract awarded
on August 8, 2003.

Engineering costs for the quarter ended September 30, 2004
were $34,473 versus $6,901 in the quarter ended September 30, 2003.
There were higher engineering costs for the quarter ended
September 30, 2004 due to the SBIR Phase II contract awarded on
August 8, 2003.

General and Administrative expenses for the quarter ended
September 30, 2004  were $49,238 versus $25,952 in the quarter
ended September 30, 2003 due to higher costs incurred for administrative
and bid and proposal salaries and related costs.

Net Income for the three months ended September 30, 2004 was
$53,282 versus a net loss of $35,942 for the same period
in 2003 due to the SBIR Phase II contract awarded on August 8, 2003.
There was no similar contract during the three months ended
September 30, 2003 and the Company wrote off certain obligations
of approximately $67,000. These write-offs are included in the
accompanying statements of operations as other income for the quarter
ended September 30, 2004.


Nine Months Ended September 30, 2004 and 2003

Net income for the nine months ended September 30, 2004 was
$124,513 versus a net loss of $116,379 for the same period
in 2003 due to the SBIR Phase II contract that was not in
place during the nine months ended September 30, 2003 and the Company wrote
off certain obligations of approximately $67,000. These write-offs are
included in the accompanying statements of operations as other income for
the quarter ended September 30, 2004. Cost of Sales were $468,262 for the
quarter ended September 30, 2004 versus $31,949 for the same
period in 2003. This fluctuation was the result of the
SBIR Phase II contract awarded on August 8, 2003.


Liquidity
- ---------

Since its inception, the Company has financed its operations
through debt, private and public offerings of equity
securities and cash generated by operations.

In June 2004, the Company was awarded a Small Business
Innovation Research (SBIR) Phase I contract from the
Office of Naval Research, valued at approximately
$100,000, the contract is for researching and evaluating
techniques to minimize interference between the U.S. Navy
radar and wireless communication systems.

In September 2004, the Company was awarded a Small Business
Innovation Research (SBIR) Phase III contract from the
Naval Surface Weapons Center  Dahlgren, VA valued at approximately
$2,400,000, the contract is to complete the development and
to begin initial production of an intelligent test tool for
Navy radars.  The Multi-Function Distributed Analysis Tool
MFDAT) has been designed by the Company under a $1,000,000 SBIR
Phase II contract, which began in August 2003.

At September 30, 2004, the Company had cash of $53,991 and the
Company had working capital of $67,497.



Operating Activities
- --------------------

Net cash provided by operating activities was $45,163 during
the nine months ended September 30, 2004 which includes changes
in certain of the Company's operating assets and liabilities
and the net income for the nine months ended September 30, 2004.


Contractual Obligations
- -----------------------

Our major outstanding contractual obligations relate to the
leases for our office space and engineering office that are
leased on a month-to-month basis for $800.00 per month and $3,000
per month until September 2005, respectively.


Capital Resources
- -----------------

The Company maintains a line of credit facility for maximum
borrowings of up to $34,000.  There were no amounts outstanding
under this line at September 30, 2004.

Our financial statements have been prepared on the basis
that the Company will continue as a going concern, which
contemplates the realization of assets and satisfaction of
liabilities and commitments in the normal course of business.
For the nine months ended at September 30, 2004, we
had net income of $124,513 and working capital of $67,497.
However, we still had an accumulated deficit of $11,765,338.
Thus, there is substantial doubt about our ability to continue
as a going concern.

We intend to continue the development and marketing of our
commercial applications of our wireless communications technology
both directly and through third parties.  In order to continue
such development and marketing, we will be required to raise
additional funds.  We intend to consider the sale of additional
debt and equity securities under appropriate market conditions,
alliances or other partnership agreements with entities interested
in supporting our commercial programs, or other business transactions
which would generate resources sufficient to assure continuation of
our operations and research programs.  There can be no assurance,
assuming we successfully raise additional funds or enter into business
alliances, that we will achieve profitability or positive cash flow.
If we are unable to obtain additional adequate financing or enter
into such business alliances, management will be required to sharply
curtail our operations.  Failure to obtain such additional financing
on terms acceptable to us may materially adversely affect our ability
to continue as a going concern.


Item 3.	Controls and Procedures.

a)	Evaluation of disclosure controls and procedures. Based
on his evaluation of the Company's disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934) as of September 30, 2004, the Company's president
(principal executive officer and principal financial officer) has
concluded that the Company's disclosure controls and procedures are
designed to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act
is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms and are operating in an effective manner.

b)	   Changes in internal controls.  There were no changes in
the Company's internal controls or in other factors that
could significantly affect these controls during the quarter ended
September 30, 2004.




PART II.  OTHER INFORMATION

Item 6.	Exhibits


852:  Exhibit 31.1Certification of principal executive officer and
principal financial
officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

855:  Exhibit 32.1Certification of principal executive officer
and principal financial
officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18
U.S.C. 1350.





SIGNATURES

In accordance with the requirements of the Securities
Exchange Act of 1934, the registrant caused this report
to be signed on its behalf by the undersigned, thereunto
duly authorized.

				MIKROS SYSTEMS CORPORATION


DATE: November 15, 2004 	By:/s/Thomas J. Meaney
			       ----------------------
				President
				(Chief Executive Officer and
                               Chief Financial Officer)





										Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas J. Meaney, President of Mikros Systems Corporation, certify that:

1.	I have reviewed this Quarterly Report on Form 10-QSB of Mikros Systems
Corporation.

892:    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 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 report is being prepared;

b)[Paragraph omitted in accordance with SEC transition instructions
contained in SEC
Release 34-47986]

c)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

d)Disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most
recent fiscal
922:   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

926:   5.The registrant's other certifying officer 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.

				     /s/ Thomas J. Meaney
   Dated: November 15, 2004		Thomas J. Meaney
					President
Principal Executive Officer and Principal
Financial Officer)





	EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


	In connection with the Quarterly Report on Form 10-QSB of Mikros Systems
Corporation (the "Company") for the quarter ended September 30, 2004 as
 filed with the
Securities and Exchange Commission on the date hereof (the "Report"),
 the undersigned,
Thomas J. Meaney, President of the Company, hereby certifies,
pursuant to 18 U.S.C.
Section 1350, that:

(1)  The Report fully complies with the requirements of Section 13(a) or
15(d) of the
Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all
material respects,
the financial condition and results of operations of Mikros Systems Corporation.

					/s/ Thomas J. Meaney*
Dated:	November 15, 2004	        Thomas J. Meaney,
 President
(Principal Executive Officer and Principal Financial
Officer)


*A signed original of this written statement required by Section 906 has
 been provided to
the Company and will be retained by the Company and furnished to
 the Securities and
Exchange Commission or its staff upon request.