Microwave Filter Company,  Inc.
6743 Kinne Street
East Syracuse, New York 13057
Notice of Annual Meeting Of Shareholders


To the Shareholders of Microwave Filter Company, Inc.:

At the direction of the Board of Directors of Microwave Filter Company, Inc., 
a New York corporation (the "Company"), notice is hereby given that the Annual 
meeting of Shareholders of the Company (the "Meeting") will be held at 10:00 
a.m. on Thursday, April 10, 1997 at the Holiday Inn, Carrier Circle, East 
Syracuse, New York  13057 for the purpose of voting on the following matters:


                Proposal 1.   The election of 3 directors to hold office until 
the Annual Meeting of the Shareholders at which their term expires or until 
their successors have been duly elected.

                Proposal 2.  The ratification of Coopers & Lybrand L.L.P. as 
the Company's independent auditors for the fiscal year ending September 30, 
1997.
    
                Proposal 3.   To consider and act upon a proposed 
shareholder resolution by Mr. David Silver, with regard to the rescindment and 
replacement of Bylaw Article XII "Indemnification  and Insurance".



The Board of Directors has fixed the close of business on February 18, 1997 as 
the record date for the determination of shareholders entitled to notice of 
and to vote at the Meeting, or any adjournments thereof.

        By order of the Board of Directors



        Louis S. Misenti
        Chairman of the Board

Dated:  March 14, 1997
Syracuse, New York


YOUR VOTE IS IMPORTANT. YOU ARE THEREFORE REQUESTED TO SIGN AND RETURN THE 
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, EVEN IF YOU EXPECT TO BE PRESENT AT 
THE MEETING.  YOU MAY WITHDRAW YOUR PROXY AT ANY TIME PRIOR TO THE MEETING, OR 
IF YOU DO ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AT THAT TIME AND 
VOTE IN PERSON IF YOU WISH.
1

MICROWAVE FILTER COMPANY, INC. 
Proxy Statement for Annual Meeting of Shareholders
General 

The enclosed Proxy is solicited on behalf of the Board of Directors of 
Microwave Filter Company, Inc. (the "Company") for use at the Company's Annual 
Meeting of Shareholders (the "Annual Meeting") to be held on Thursday, April 
10, 1997 at 10:00 a.m. local time or at any adjournment or postponement 
thereof, for the purposes set forth herein and in the accompanying Notice of 
Annual Meeting of Shareholders.  The Annual Meeting will be held at the 
Holiday Inn, Carrier Circle, East Syracuse, New York  13057.  

The Company's principal executive offices are located at 6743 Kinne Street, 
East Syracuse, New York  13057.  The telephone number at that address is (315) 
437-3953.

These proxy solicitation materials and the Annual Report to Shareholders were 
first mailed on or about March 14, 1997 to all shareholders entitled to vote 
at the Annual Meeting.


Record Date and Shares Outstanding

Shareholders of record at the close of business on February 18, 1997 are 
entitled to notice of, and to vote at, the Annual Meeting.  At the record date 
3,552,833 shares of the Company's common stock were issued, outstanding and 
entitled to vote at the Annual Meeting.


Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person 
giving it at any time before its use by delivering to the Secretary of the 
Company a written notice of revocation or a duly executed proxy bearing a 
later date or by attending the Annual Meeting and voting in person.


Voting and Solicitation

Every shareholder voting for the election for Directors and on the other 
matters presented in this proxy is entitled to one vote for each share held of 
record on the record date.  Directors are elected by a plurality of the votes 
cast at the meeting.  Abstentions count for the purpose of determining a 
quorum.  Broker non-votes do not count for the purpose of determining a 
quorum.  Abstentions and broker non-votes will count as a vote against 
proposal 3.  Abstentions will not count as a vote for proposals 1 and 2. 
Broker non-votes will count as a vote for proposals 1 and 2.

The cost of this solicitation will be borne by the Company.  The Company has 
retained Regan & Associates to assist in the solicitation of proxies at a fee 
of $8,000 (which includes expenses.) In addition, the Company may reimburse 
brokerage firms and other persons representing beneficial owners of shares for 
their expenses in forwarding solicitation material to such beneficial owners.  
Proxies also may be solicited by certain of the Company's directors, officers 
and regular employees, without additional compensation, personally or by 
telephone or by telegram. 


Deadline for Receipt of Shareholder Proposals

Proposals of shareholders which are intended to be presented by such 
shareholders at the Company's 1998 Annual Meeting must be received by the 
Secretary of the Company at the Company's principal executive offices no later 
than November 3, 1997 in order to be included in the proxy soliciting material 
relating to that meeting.


2

Board Meetings and Committees

        The Board of Directors held a total of six meetings during the fiscal 
year ending September 30, 1996.  No Director attended fewer than 75% of all 
such meetings of the Board of Directors and of the Committees, if any, on 
which such Directors served.

The Company's Finance and Audit Committee currently consists of Sidney Chong, 
Chair, Daniel Galbally, Frank S. Markovich and Robert R. Andrews.  The Finance 
and Audit Committee reviews and approves the scope of the audit performed by 
the Company's independent auditors as well as the Company's accounting 
principles and internal accounting controls.  The Finance and Audit Committee 
held two meetings during fiscal year 1996.

The Company's Compensation Committee currently consists of Trudi B. Artini, 
Chair, Frank S. Markovich, David B. Robinson, M.D., Daniel Galbally, and 
Robert R. Andrews.  The Compensation Committee reviews compensation and 
benefits for the Company's executives.  The Compensation Committee held three 
meeting during fiscal year 1996.

The Company's Nominating Committee currently consists of David B. Robinson, 
M.D., Chair, Trudi B. Artini, Carl F. Fahrenkrug, P.E., Milo Peterson and 
Frank S. Markovich.  The Nominating Committee will consider nominees for the 
Board of Directors recommended by shareholders if such recommendations are in 
writing and are mailed to the Secretary of the Company at the Company's 
principal executive office.  The Nominating Committee did not hold any 
meetings during fiscal year 1996. 

The Company also has a standing Executive Committee and Operations Committee.



Compensation of Directors

The Company pays Directors' fees to each Director who is not an employee of 
the Company (currently seven persons).  During fiscal year 1996, outside 
Directors received fees of $200 per Board meeting and $100 per Committee 
meeting, with the exception of the Executive Committee whose members receive 
$200 per meeting. On July 31, 1996, Board of Director meeting fees and 
Executive Committee meeting fees were increased to $300 per meeting and all 
other committee meeting fees were increased to $200 per meeting.  The Company 
also reimburses Directors for reasonable expenses incurred in attending 
meetings. The Company also pays Louis S. Misenti $20,000 per year for his 
services as Chairman of the Board of Directors. In addition, The Company paid 
Louis S. Misenti $3,333 during fiscal 1996 for consulting services. Outside 
Directors have the option of receiving their compensation for meetings and 
services in the form of restricted shares of the Company's common stock.  For 
this purpose, shares are valued at 85% of the mean between the bid and asked 
price of the stock at the beginning of each quarter.  During fiscal 1996, 
14,621 shares were issued to Directors in lieu of Directors' fees: 


                                     Number of Shares
Director                    Issued In Lieu of Directors' Fees
                           
Trudi B. Artini                           1,843                         
Sidney Chong                              2,190
Daniel Galbally                             897
Frank S. Markovich                        1,430
Louis S. Misenti                          8,261
                        
3

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding beneficial 
ownership of the Company's common stock as of February 18, 1997 (i) by each 
person who is known by the Company to own beneficially more than 5% of the 
Company's common stock, (ii) each Director of the Company and (iii) all 
Directors and Executive Officers as a group.

Directors, Officers                      Shares Beneficially Owned
5% Shareholders                            Number         Percent

Carl F. Fahrenkrug *                      368,316          10.4%
and Rita Fahrenkrug 
8365 Indian Hill Road 
Manlius, NY  13104

Louis S. Misenti *                        364,511          10.3% 
140 Clearview Road 
Dewitt, NY  13214

Milo Peterson *                           168,570           4.7%
Trudi B. Artini *                         108,203           3.0%
David B. Robinson, M.D.*                  116,332           3.3%
Frank S. Markovich *                        3,998            **
Daniel Galbally *                           1,489            **
Sidney Chong *                              5,355            **
Robert R. Andrews *                         1,214            **



All Directors and Executive 
Officers as a group (ten persons)       1,168,896           32.9%

*Directors of the Company.
**Denotes less than one percent of class.

Frederick A. Dix                          244,007            6.9% 
and Margorie Dix
209 Watson Road 
N. Syracuse, NY  13212 

4

EXECUTIVE COMPENSATION AND OTHER MATTERS

Executive Compensation

The following table sets forth the annual and long-term compensation of the 
Company's Chief Executive Officer for services to the Company during the three 
fiscal years ended September 30, 1996.
 
                                                       Annual Compensation
                                                        Salary      Bonus
Name and Principal Position                     Year       $          $
Carl F. Fahrenkrug 
President and CEO (1)                           1996    104,229     10,000  
                                                1995     91,775        -
                                                1994     95,522        -

(1) Mr. Fahrenkrug was elected President and CEO on October 7, 1992 


Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee was or is an officer or employee of 
the Company or any of its subsidiaries.


Compliance with Section 16(a) of the Securities Exchange Act.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's 
Executive Officers and Directors and persons who own more than 10% of a 
registered class of the Company's equity securities, to file reports of 
ownership and changes of ownership with the Securities and Exchange Commission 
and the National Association of Securities Dealers, Inc.  Such Officers, 
Directors and 10% shareholders are also required by SEC Rules to furnish the 
Company with copies of all Section 16(a) forms that they file. Based solely 
on its review of copies of such reports received by it, the Company believes
that during the fiscal year ended September 30, 1996, all such filing
requirements were complied with in a timely fashion.

5



PROPOSAL ONE
ELECTION OF DIRECTORS 

Nominees

  Three Directors (Class I) are to be elected at the Annual Meeting. Unless 
otherwise instructed, the proxy holders will vote the proxies received by them
for the three nominees named below, all of whom are presently Directors 
of the Company.  In the event that any nominee is unable or declines to serve 
as a Director at the time of the Annual Meeting, the proxies will be voted for 
any nominee who shall be designated by the present Board of Directors to fill 
the vacancy.  A term of office for each person elected as a Director will 
continue to the Annual Meeting of Shareholders at which their term expires or 
until his or her successor has been elected and qualified.  It is not expected 
that any nominee will be unable or will decline to serve as a Director.  

The name of and certain information regarding each nominee is set forth below.

Director                   Principal Occupation
                           
TRUDI B. ARTINI            Mrs. Artini is an independent investor in MFC and
Age 74                     various other business enterprises in Syracuse, New
Director since 1974        York.



DAVID B. ROBINSON, MD      Dr. Robinson is Emeritus Professor of Psychiatry at
Age 72                     the Health Science Center, State University of New
Director since 1977        York at Syracuse. He was a faculty member from 1958
                           until his retirement in 1985 and served as Acting 
                           Chairman of the Dept. of Psychiatry for six of those
                           years. Since 1989, he has served as a Skaneateles
                           Town Councilman and in 1980 was a founding Board
                           Member of the Skaneateles Festival of Chamber Music.


MILO PETERSON              Mr. Peterson has served as Executive Vice President
Age 56                     and Corporate Secretary of NSI since January 1, 1992.
Director since 1990        Since January 1, 1992, he has also served as 
                           Production Consultant to the President.  Prior to
                           January 1, 1992, he served as Executive Vice
                           President of NSI.  Mr. Peterson graduated from
                           programs at Yale University and Syracuse University.
                           He served as V.P. of Manufacturing of Microwave
                           Systems, Inc., Syracuse, N.Y. from 1970-1976.  He was
                           elected Corporate Secretary of MFC on March 27, 1993.
6







RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (PROPOSAL 2) 

On the recommendation of the Audit and Finance Committee, the Board of 
Directors has appointed Coopers & Lybrand L.L.P., independent certified public 
accountants, to audit the Company's financial statements for the fiscal year 
ending September 30, 1997 and recommends that shareholders vote for 
ratification of such appointment. 

Coopers & Lybrand has audited the Company's financial statements since the 
fiscal year ended September 30, 1992.  A representative is expected to be 
present at the Annual Meeting, will have an opportunity to make a statement if 
they desire to do so and are expected to be available to respond to 
appropriate questions. 

The Board of Directors unanimously recommends a vote "FOR" the ratification of 
the appointment of Coopers & Lybrand L.L.P. as independent auditors. 


SHAREHOLDER PROPOSAL (PROPOSAL 3) 

THE FOLLOWING PROPOSAL FROM SHAREHOLDER DAVID SILVER IS INCLUDED IN ITS 
ENTIRETY AS PRESENTED BY MR. SILVER.  THE BOARD OF DIRECTORS HAS MADE NO 
DETERMINATION REGARDING ITS LEGALITY OR WHETHER IT IS APPROPRIATE UNDER LAW OR 
THE COMPANY'S BYLAWS. THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS 
PROPOSAL. 

That the following resolution with regard to rescindment and replacement of 
By-law Article XII - INDEMNIFICATION AND INSURANCE be presented for approval at 
the 1997 Annual Meeting of Shareholders of Microwave Filter Company, Inc. (the 
"Company") as follows: 

"RESOLVED, that Article XII - Indemnification and Insurance, approved, 
effective May 1, 1995, by the Board of Directors of the Company, be deleted in 
its entirety and that said By-law shall, from the date of its approval 
thenceforth, be deemed null and void and without effect; and it is further" 

"RESOLVED, that any and all obligations by the Company to claimants for 
reimbursement of legal expenses pursuant to provisions of Article XII, as 
originally approved by the Board of Dirctors of the Company on May 11, 1994 
and rescinded thereafter, and subsequently approved by the Board of Directors, 
effective May 1, 1995, are null and void and without effect, and that the 
Company shall seek to recover payments made to claimants for reimbursement of 
legal expenses pursuant to the provisions of said Article XII; and it is 
further" 

7


"RESOLVED, that the newly adopted Section 7 addition to the Certificate of 
Incorporation relating to Indemnification of Directors and Officers (Proposal 8)
approved by the shareholders at the 1996 Annual Meeting, be deemed null and void
and without effect, and it is further"

"RESOLVED, that a new Article XII - Indemnification and Insurance, be approved 
effective as of the 1997 Annual Meeting of Shareholders of the Company as 
follows:" 

"ARTICLE XII - INDEMNIFICATION AND INSURANCE" 

"1. INDEMNIFICATION 

     (a) Indemnification of directors and officers shall be in accordance with 
the provisions of NY BCL 722(a) through (d) inclusive and as amended. 
     (b) Nonexclusivity of indemnification of Directors and Officers Shall be 
in accordance with NY BCL 721 as amended." 

"2. INSURANCE 

     (a) Insurance for indemnification of Directors and Officers shall be in 
accordance with NY BCL 726(a) through (e) inclusive and as amended." 

"3. PAYMENT OF EXPENSES 

     (a) Payment of indemnification other than by Court award shall be in 
accordance with the provisions of NY BCL 723(a) through (c) inclusive and as 
amended. 
     (b) Payment of indemnification of Directors and Officers by a Court shall 
be in accordance with the provisions of NY BCL 724(a) through (c) inclusive 
and as amended. 
     (c) Other provisions affecting indemnification of Directors and Officers, 
and payment of indemnification thereto, shall be in accordance with the 
provisions of NY BCL 725(a) through (f) inclusive and as amended". 

"4. AMENDMENT 

This By-law shall not be amended or rescinded without the approval of the 
holders of not less than a majority of the Corporation's outstanding stock 
entitled to vote thereon.  This By-law will be operative upon acceptance, at 
the Annual Meeting in which it is presented for approval." 

Proponent's statement in support of the proposal to change the By-laws 
governing Indemnification and Insurance. 

Proponent's identification:  My name is David Silver and I am the beneficial 
owner of approximately 2% of the outstanding shares of Microwave Filter 
Company, Inc. stock.  I am the former Chief Operating Officer and a seller of 
Chesterfield Products, Inc., the New Jersey filter company acquired by the 
Company in January, 1992.  I have over 18 years of diversified experience in 
the filter industry. 

I propose that stockholders approve the resolutions and rescind and replace 
the By-law Article XII - Indemnification and Insurance because: 

(1) The statutory requirements of New York Business Corporation Law (NY BCL) 
provide a  more than adequate foundation for guiding the Company with regard 
to indemnification and insurance issues.   

(2) NY BCL allows the Company to indemnify directors and officers.  Section 7 
of the Certificate of Incorporation compels the Company to do so. 

(3) NY BCL places the burden on claimant directors and officers to prove 
entitlement to reimbursement.  The current current Section 7 of the Certificate 
of Incorporation places the burden of proof on the Company. 

(4) NY BCL offers the Company some protection against a naked assault on the 
Company assets by a dubious claim for reimbursement.  The current Section 7 
of the Certificate of Incorporation may expose the Company to significant 
liability. 

 
8 
 
In my opinion, the current Section 7 of the Certificate of 
Incorporation is an entitlement program for directors and officers.  In an age 
when entitlements in general are under attack, the 1996 Proposal 8 
establishing Section 7 of the Certificate of Incorporation - Indemnification, 
guarranteeing directors and officers a carte blanche entitlement to 
reimbursement for their legal expenses, regardless of the merit of the claim, 
was self serving. 

In my opinion, the current Section 7 of the Certificate of Incorporation 
provides reckless directors and/or officers, who may be under legal attack for 
actions that may have merit, and that may not necessarily be in the best 
interests of the Company, or of its shareholders, with unrestrained 
opportunities to raid the assets of the Company through their entitlement to 
instant reimbursement for their legal expenses pursuant to Section 7 of the 
Certificate of Incorporation. 

This proposal reflects the concern of several outside shareholders, some of 
whom, like myself, are beneficial owners of the Company's stock, and 
representing approximately five (5%) percent of the Company's outstanding 
stock.  If you agree that we need to expunge the Certificate of Incorporation 
of the Company of an indemnification clause that appears self serving, and 
seek to restore indemnification to the status of a By-law in the form of the 
proposed Article XII, then: 
 

(1) VOTE FOR THIS PROPOSAL USING THE SPACE PROVIDED ON THE COMPANY'S BALLOT.

    THE PROPOSAL WILL BECOME OPERATIVE AT THE 1997 ANNUAL MEETING.


THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 3. 




Other Matters 

The Company knows of no other matters to be submitted at the meeting.  If any 
other matters properly come before the meeting, it is the intention of the 
persons named in the enclosed proxy to vote the shares they represent as the 
Board of Directors may recommend. 

                                                       THE BOARD OF DIRECTORS 


Dated: March 14, 1997 

9

















































                             PROXY

This proxy Is Solicited by The Board of Directors of Microwave Filter Company, 
Inc.

            Proxy for 1997 Annual Meeting of Shareholders

The undersigned hereby appoints Louis Misenti and Carl Fahrenkrug proxies of 
the undersigned, with full power of substitution, to vote shares of common 
stock of the Company which the undersigned is entitled to vote at the 1997 
Annual Meeting of the Shareholders to be held on Thursday, April 10, 1997 at 
10:00 a.m. and any adjournments thereof as follows:

 (1)  ELECTION OF DIRECTORS
        Instructions:  To vote for all nominees, place an X in box number 1.  
                       To withhold authority to vote for any individual 
                       nominee, place an X in box number 2, and draw a line 
                       through his/her name in the list below. 

                      1. __ For All Nominees
                      2. __ For All Nominees Except Those With A Line Through 
                            Their Name

 Trudi B. Artini           Milo Peterson             David Robinson, MD


THIS PROXY WILL BE VOTED AS DIRECTED.   IF NO DIRECTION IS GIVEN, THIS PROXY 
WILL BE VOTED FOR PROPOSAL (1) and (2),  AND AGAINST PROPOSAL (3).

NOTE:  Please date and sign exactly as name or names appear on the reverse 
       side and return in the enclosed postage paid envelope.


(2) Proposal to ratify the appointment of Coopers & Lybrand L.L.P. as the 
Company's independent auditors for the fiscal year ending September 30, 1997. 

        The Board of Directors recommends a vote FOR this proposal.
                 FOR __     AGAINST  __   ABSTAIN  __


(3) Proposal to ratify the proposed shareholder resolution by Mr. David 
Silver, with regard to the rescindment and replacement of Bylaw Article XII 
"Indemnification and Insurance". 

        The Board of Directors recommends a vote AGAINST this proposal.
                 FOR __     AGAINST  __   ABSTAIN  __


In their discretion, the proxies are authorized to vote upon other matters 
properly coming before the meeting or any adjournments thereof.

This proxy will be voted as directed by the undersigned.  IF NO DIRECTION IS 
GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL (1) and (2), AND AGAINST PROPOSAL 
(3). 

NOTE:  Please date and sign exactly as your name or names appear below and 
return in the enclosed postage paid envelope.

When signing as an Attorney, Executor, Trustee, Guardian or Officer of a 
Corporation, please give title as such.

                                         ____________________________
                                         Signature

                                         ____________________________
                                         Signature if held jointly



IMPORTANT:  To assist the Company in planning the Annual Meeting please check 
the following: I plan to attend the Annual Meeting  _____  
               I do not plan to attend the Annual Meeting  _____