10-Q/A

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                              ------------------

                                  FORM 10-Q/A

 Quarterly Report Pursuant to Section 13 OR 15(d) of the Securities Exchange
Act of 1934.

For the quarterly period ended                 December 31, 2004

Commission file number                         0-10976


MICROWAVE FILTER COMPANY, INC.
(Exact name of registrant as specified in its charter.)


 New York                          16-0928443
(State of Incorporation)     (I.R.S. Employer Identification Number)

6743 Kinne Street, East Syracuse, N.Y.           13057
(Address of Principal Executive Offices)       (Zip Code)

Registrant's telephone number, including area code:  (315) 438-4700

        Indicate by check mark whether 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 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 )

        Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date:

    Common Stock, $.10 Par Value -    2,904,428 shares as of December 31, 2004.










1






                           EXPLANATORY NOTE

This Amendment 10-Q/A to the Company's Quarterly Report on Form 10-Q for the
period ended December 31, 2004, initially filed with the Securities and
Exchange Commission (the "SEC") on February 9, 2005 (the "Original Filing"),
is being filed to include the certifications required by Rules 13a-14(a) and
15d-14(a) of the Exchange Act, which were inadvertently omitted.





Item 4. Controls and Procedures

1.    Evaluation of disclosure controls and procedures. Based on their
      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 the end of the period covered by this
      Quarterly Report on Form 10-Q, the Company's chief executive officer
      and chief financial officer have concluded that the Company's
      disclosure controls and procedures are effective.

2.    Changes in internal control over financial reporting. During the period
      covered by this Quarterly Report on Form 10-Q, there were no changes in
      the Company's internal control over financial reporting (as defined in
      Rule 13a-15(f)) that have materially affected, or are reasonably
      likely to materially affect, the Company's internal control over
      financial reporting.






















2




                                  SIGNATURE



     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                      Microwave Filter Company, Inc.
                                      --------------------------------
                                      (Registrant)


Date: April 5, 2005                   By:  /s/ Carl F. Fahrenkrug
                                      ------------------------------------
                                               Carl F. Fahrenkrug
                                               Chief Executive Officer


Date: April 5, 2005                   By:  /s/ Richard L. Jones
                                      ------------------------------------
                                               Richard L. Jones
                                               Chief Financial Officer

EX-31

                                                                   Exhibit 31.1

CERTIFICATION

I, Carl F. Fahrenkrug, Chief Executive Officer of Microwave Filter Company,
Inc. certify that:

1. I have reviewed this Form 10-Q/A of Microwave Filter Company, Inc.;

2. Based on my knowledge, this quarterly report on Form 10-Q/A 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 quarterly report on Form 10-Q/A;

3. 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 we
   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 on Form 10-Q/A 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 quarterly report on Form 10-Q/A 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

4. 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 Company's internal control
      over financial reporting.




Date:  April 5, 2005                              /s/ Carl F. Fahrenkrug

                                                      Carl F. Fahrenkrug


                                                                   Exhibit 31.2

CERTIFICATION

I, Richard L. Jones, Chief Financial Officer of Microwave Filter Company, Inc.
certify that:

1. I have reviewed this Form 10-Q/A of Microwave Filter Company, Inc.;

2. Based on my knowledge, this quarterly report on Form 10-Q/A 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 quarterly report on Form 10-Q/A;

3. 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 we
   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 on Form 10-Q/A 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 quarterly report on Form 10-Q/A 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

4. 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 Company's internal control
      over financial reporting.




Date:  April 5, 2005                              /s/ Richard L. Jones

                                                      Richard L. Jones

COVER

April 5, 2005

Securities and Exchange Commission
Washington, D.C.  20549

Gentlemen:

  Enclosed please find the Form 10-Q/A for the period ended December 31, 2004.

  If you have any questions regarding this filing, please contact me at
  (315) 438-4758.

Sincerely,

Richard Jones
Chief Financial Officer