10-Q/A

                    SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C 20549

                               FORM 10-Q/A
                            (Amendment No. 1)
(Mark one)
_X_  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 (FEE REQUIRED)

For the quarterly period ended_______December 31, 2009__________________________

Commission file number__________________0-10976________________________________

______________________Microwave Filter Company, Inc____________________________
           (Exact name of registrant as specified in its charter)

__________New York__________________________16-0928443_________________________
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer
Identification No.)

_____6743 Kinne Street,  East Syracuse, NY________13057________________________
(Address of principal executive offices)          (Zip code)

Registrant's telephone number including area code____(315) 438-4700_____________

  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 has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
  YES ____  NO____ (The Registrant is not yet required to submit Interactive
Data)

  Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company
(as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer ______ Accelerated filer ______
Non-accelerated filer ______ (Do not check if smaller reporting company)
Smaller reporting company ____X____.

  Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).  YES ____  NO__X__

  Common Stock, $.10 Par Value - 2,592,933 shares outstanding at February 1,
2010.



                               EXPLANATORY NOTE

    We are filing this Amendment No. 1 on Form 10-Q/A to amend our quarterly
report on Form 10-Q for the period ended December 31, 2009, filed with the SEC
on February 11, 2010, solely to amend management's internal control report as
required by Item 308T of Regulation S-K. As such, our certifications should
include the introductory language in paragraph 4 of the certification that
refers to the certifying officer's responsibility for establishing and
maintaining internal control over financial reporting for the company as well
as the language of paragraph 4(b) of Item 601(b)(31) of Regulation S-K.



                                    PART II


Item 6.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES


31.1   Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-
14(a) of The Securities Exchange Act of 1934

31.2  Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-
14(a) of The Securities Exchange Act of 1934



                                  SIGNATURES


  Pursuant to the requirements of Section 13 or 15(d) 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.

                                               MICROWAVE FILTER COMPANY, INC.

Dated: March 2, 2010                       BY: /s/ Carl F. Fahrenkrug

                                                   Carl F. Fahrenkrug
                                                   Chief Executive Officer


Exhibit
Number                          Description

31.1  Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-
      14(a) of the Securities Exchange Act of 1934

31.2  Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-
      14(a) of the Securities Exchange Act of 1934

EX-31

                                                     Exhibit 31.1

RULE 13a-14(a) CERTIFICATION


 I, Carl F. Fahrenkrug, certify that:

1. I have reviewed this report on Form 10-Q of Microwave Filter Company, 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)) and internal control over
   financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
   15(f))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
      report is being prepared;

   b) designed such internal control over financial reporting, or caused such
      internal control over financial reporting to be designed under our
      supervision, to provide reasonable assurance regarding the reliability
      of financial reporting and the preparation of financial statements for
      external purposes in accordance with generally accepted accounting
      principles;

   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 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 Company's internal control
      over financial reporting.




Date:  March 2, 2009                          /s/ Carl F. Fahrenkrug

                                                  Carl F. Fahrenkrug
                                                  Chief Executive Officer



                                                                   Exhibit 31.2

RULE 13a-14(a) CERTIFICATION


 I, Richard L. Jones, certify that:

1. I have reviewed this report on Form 10-Q of Microwave Filter Company, 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)) and internal control over
   financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
   15(f))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
      report is being prepared;

   b) designed such internal control over financial reporting, or caused such
      internal control over financial reporting to be designed under our
      supervision, to provide reasonable assurance regarding the reliability
      of financial reporting and the preparation of financial statements for
      external purposes in accordance with generally accepted accounting
      principles;

   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 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 Company's internal control
      over financial reporting.




Date:  March 2, 2009                          /s/ Richard L. Jones

                                                  Richard L. Jones
                                                  Chief Financial Officer

COVER

March 2, 2010

Securities and Exchange Commission
Washington, D.C.  20549

Attention:
Mr. Jeffrey Jaramillo, Accounting Branch Chief

Enclosed please find the Form 10-Q/A for the period ended December 31, 2009 in
response to your letter dated February 25, 2010.

We are filing this Amendment No. 1 on Form 10-Q/A to amend our quarterly
report on Form 10-Q for the quarter ended December 31, 2009, filed with the
SEC on February 11, 2010, solely to amend management's internal control report
as required by Item 308T of Regulation S-K. As such, our certifications should
include the introductory language in paragraph 4 of the certification that
refers to the certifying officer's responsibility for establishing and
maintaining internal control over financial reporting for the company as well
as the language of paragraph 4(b) of Item 601(b)(31) of Regulation S-K.

We acknowledge Microwave Filter Company, Inc. is responsible for the adequacy
and accuracy of the disclosure in our filings.

We also acknowledge that staff comments or changes to disclosure in response
to staff comments in the filings do not foreclose the Commission from taking
any action with respect to the filing and that Microwave Filter Company may
not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United
States.

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

Sincerely,


Richard Jones
Chief Financial Officer
Microwave Filter Company, Inc.
File No. 000-10976