10-K/A

                    SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C 20549

                               FORM 10-K/A
                            (Amendment No. 2)
(Mark one)
_X_  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended_______September 30, 2009_____________________________
                                    OR
__TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from____________to___________________________________

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_____________

Securities registered pursuant to Section 12(b) of the Act:_____None____________

Securities registered pursuant to Section 12(g) of the Act:

____________________Common stock, par value $.10 per share_________________
                              Title of class

  Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.     YES ______     NO ___X___

  Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.     YES ______    NO ___X___

  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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  __

  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__

  The aggregate market value of the voting stock held by non-affiliates of the
registrant, based on the closing price of the common stock on December 1,
2009, was approximately $2,481,811.

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

  Shares of common stock outstanding at December 1, 2009:   2,592,933

                      DOCUMENTS INCORPORATED BY REFERENCE

     Part III: Portions of the Definitive Proxy Statement to be filed with the
Securities and Exchange Commission in connection with the solicitation of
proxies for the Company's 2010 Annual Meeting of Shareholders are incorporated
by reference into Part III. (With the exception of those portions which are
specifically incorporated by reference in this Form 10-K, the Proxy Statement
is not deemed to be filed or incorporated by reference as part of this
report.)







                               EXPLANATORY NOTE

  We are filing this Amendment No. 2 on Form 10-K/A to amend our annual report
on Form 10-K for the fiscal year ended September 30, 2009, filed with the SEC
on December 16, 2009, to amend and currently date the certifications, which
are filed as Exhibit 31.1 and 31.2 to the Form 10K/A.






                                    PART IV



Item 15.     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 31, 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-K 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 registrant's internal
       control over financial reporting.




Date:  March 31, 2010                         /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-K 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 registrant's internal
       control over financial reporting.




Date:  March 31, 2010                         /s/ Richard L. Jones

                                                  Richard L. Jones
                                                  Chief Financial Officer

COVER

March 31, 2010

Securities and Exchange Commission
Washington, D.C.  20549

Attention:
Mr. Jeffrey Jaramillo, Accounting Branch Chief

Enclosed please find the Form 10-K/A for the period ended September 30, 2009.

We are filing this Amendment No. 2 on Form 10-K/A to amend our annual report
on Form 10-K for the fiscal year ended September 30, 2009, filed with the SEC
on December 16, 2009, to amend and currently date the certifications, which
are filed as Exhibit 31.1 and 31.2 to the Form 10K/A.

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