Schedule 14A. (Rule 14a-101)
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [  ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[x]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material under  Rule 14a-12

Name of Registrant as Specified In Its Charter:
Microwave Filter Company, Inc.

 Name of Person(s) Filing Proxy Statement, if other than the
Registrant:
Furlong Fund, LLC

Payment of Filing Fee (Check the appropriate box):
[X]  No fee required
[  ]  Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11

(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):

 (4) Proposed maximum aggregate value of transaction:

 (5) Total fee paid:
[  ]  Fee paid previously with preliminary materials.
[  ]  Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

Dated February 21, 2012




Daniel Rudewicz
Furlong Financial, LLC
10 G Street, NE
Suite 710
Washington, DC 20002

Dear Fellow Shareholder:

	Furlong Fund ("Furlong"), a private investment fund run and operated by
Furlong Financial, LLC, beneficially owns 77,875 common voting shares of
Microwave Filter Company, Inc. (the "Company"), thereby representing
approximately 3% of the Company.  Furlong is seeking your support at the
annual meeting of shareholders to be held on Wednesday, March 28, 2012 at
10:00 am local time or any adjournment or postponement thereof, at the Best
Western Plus Carrier Circle, 6555 Old Collamer Road, East Syracuse, New York
13057 ("Annual Meeting").  Furlong is seeking your support for the following:

1.	To elect the Director nominees of Furlong, Daniel Rudewicz and Ryan
Morris (Nominees), in opposition to two (2) of the Company's nominees;

2.	To approve an amendment to the Amended and Restated Bylaws of the
Company, such amendment to provide for greater shareholder access to
the Company's proxy materials;

3.	To ratify the appointment of EFP Rotenberg, LLP as the Company's
independent auditors for the fiscal year ending September 30, 2012; and

4.	To transact any other business that may be properly be raised at the
Annual Meeting.


	Furlong is seeking two seats on the Company's Board of Directors to
ensure that the interests of the Company's shareholders are properly
represented.  The Board is currently composed of nine (9) Directors.  Three
(3) Director seats will be up for election at the Annual Meeting.


	Furlong is not seeking to control the Board, however, it hopes that
this election will send a strong and persuasive message to the remaining
incumbent Directors that the shareholders are dissatisfied with the corporate
governance practices of the Company.  Furlong is simply seeking to maximize
the value of the Company's shares, a fiduciary obligation that must be met by
the Company's Board of Directors.  If elected, Furlong's Nominees will
represent a minority of the members of the Board, specifically 2 of the 9
members or approximately 22%, and therefore cannot guarantee that its
Nominees, if elected, will be able to enhance shareholder value.

	Furlong is soliciting proxies to elect not only its director Nominees
but   also the candidates who have been nominated by the Company, other than
Robert Essig and John Kennedy.   This process gives shareholders the ability
to vote for the total number of Directors up for election at the Annual
Meeting.    The background and qualifications of the Company's nominees,
added to other information about them, can be found in the Company's proxy
statement.

       Furlong urges you to consider carefully the information contained in
the attached Proxy Statement and then support its efforts by signing, dating
and returning the enclosed BLUE proxy card today. You may also execute the
BLUE proxy card electronically or by telephone by following the
instructions on the card.  The attached Proxy Statement and the enclosed
BLUE proxy card are first being furnished or made available to the
shareholders on or about February 23, 2012.

	Do not sign the Company's WHITE proxy card sent on or about February
15, 2012.  It is imperative that you disregard all WHITE proxy cards sent by
the Company.  If you have already voted the WHITE proxy card furnished by the
Company, you may exercise your right to change your vote by signing, dating
and returning the enclosed BLUE proxy card at a later date or by voting in
person at the Annual Meeting.

	If you have questions or require assistance or need additional copies
of Furlong's proxy materials, please contact Mr. Daniel Rudewicz, at the
phone number located below.





Sincerely,

Daniel Rudewicz, CFA
Furlong Financial, LLC
202-999-8854




ANNUAL MEETING OF SHAREHOLDERS
OF
MICROWAVE FILTER COMPANY, INC.

  PROXY STATEMENT OF FURLONG FUND

TO VOTE PLEASE FOLLOW THE VOTING INSTRUCTIONS ON THE ENCLOSED BLUE PROXY
CARD.

       This Proxy Statement and the enclosed BLUE proxy card are being
furnished or made available by Furlong Fund ("Furlong"), upon the direction
of Daniel Rudewicz and Furlong Financial, LLC.  Furlong is seeking your
support for the election of its director nominees to the Board of Directors
of Microwave Filter Company, Inc. (the "Company") (collectively the "Board"
or "Directors" and individually "Director") and for the approval of its
amendment to the Amended and Restated Bylaws of the Company ("Bylaws"), such
amendment to provide for greater shareholder access to the Company's proxy
materials.   Furlong is seeking your support at the annual meeting of the
shareholders to be held on Wednesday, March 28, 2012 at 10:00 am local time,
or any adjournment or postponement thereof, at the Best Western Plus Carrier
Circle, 6555 Old Collamer Road, East Syracuse, New York 13057 ("Annual
Meeting").   This Proxy Statement and the enclosed BLUE proxy card are first
being furnished or made available to the shareholders on or about February
23, 2012.

	This Proxy Statement and the enclosed BLUE proxy card are being
furnished or made available to the shareholders of the Company for the
following purposes and in reference to the following proposals:


1.	Proposal to elect the director nominees of Furlong, Daniel Rudewicz and
Ryan Morris ("Nominees"), in opposition to two (2) of the Company's
nominees;

2.	Proposal to approve an amendment to the Bylaws of the Company, such
amendment to provide for greater shareholder access to the Company's
proxy materials;

3.	Proposal to ratify the appointment of EFP Rotenberg, LLP as the
Company's independent auditors for the fiscal year ending September 30,
2012; and

4.	To transact any other business that may properly be raised at the
Annual Meeting.

The Company has set the record date for determining shareholders entitled to
notice of and to vote at the Annual Meeting as the close of business on
February 7, 2012.   The mailing address of the principal executive office of
the Company is 6743 Kinne Street, East Syracuse, New York 13057.
Shareholders of record at the close of business on February 7, 2012 are
entitled to vote at the annual meeting.  According to the Company, as of the
record date, 2,586,227 shares of the Company's common voting stock were
1
issued ("Shares"), outstanding, and entitled to vote at the Annual Meeting.
As of the record date, Furlong beneficially owns 77,875 Shares of the
Company's common voting stock, thereby representing approximately 3% of the
Company.  Furlong intends to vote such Shares (i) for the election of its
Nominees to the Company's Board of Directors, (ii), for the election of  all
Company nominees, other than Robert Essig and John Kennedy,  (iii) to approve
the amendment to the Bylaws, providing for greater shareholder access to the
Company's proxy materials, and (iv) to ratify the appointment of EFP
Rotenberg, LLP as the Company's independent auditors for the fiscal year
ending September 30, 2012.

THIS SOLICITATION IS BEING MADE BY FURLONG, AT THE DIRECTION OF FURLONG
FINANCIAL LLC AND DANIEL RUDEWICZ, AND NOT ON BEHALF OF THE BOARD OF
DIRECTORS OF THE COMPANY OR THE COMPANY.  FURLONG IS NOT AWARE OF ANY OTHER
MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING OTHER THAN AS DESCRIBED
HEREIN.  SHOULD OTHER MATTERS, WHICH FURLONG IS NOT AWARE OF A REASONABLE
TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE
PERSON NAMED AS PROXY ON THE ENCLOSED BLUE PROXY CARD WILL VOTE ON SUCH
MATTERS IN HIS DISCRETION.

FURLONG URGES YOU TO SIGN, DATE AND RETURN THE BLUE PROXY CARD IN FAVOR OF
THE ELECTION OF FURLONG'S NOMINEES AND IN FAVOR OF THE PROPOSED AMENDMENT TO
THE BYLAWS.

IF YOU HAVE ALREADY SENT A WHITE PROXY CARD FURNISHED BY THE COMPANY'S
MANAGEMENT OR THE BOARD, YOU MAY REVOKE THAT PROXY AND VOTE FOR EACH OF THE
PROPOSALS DESCRIBED IN THIS PROXY STATEMENT, INCLUDING THE ELECTION OF
FURLONG'S NOMINEES, BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY
CARD.  THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS.  ANY PROXY,
INCLUDING THE ONE TO FURLONG, MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL
MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY
FOR THE ANNUAL MEETING TO FURLONG, OR TO THE SECRETARY OF THE COMPANY, OR BY
VOTING IN PERSON AT THE ANNUAL MEETING.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting.

This Proxy Statement and the enclosed BLUE proxy card are available at
www.proxy14a.com.

IMPORTANT

       Your vote is important, no matter how many Shares you own.  Furlong
urges you to sign, date, and return the enclosed BLUE proxy card today to
vote FOR the election of its Nominees and FOR the amendment of the Bylaws.

*	If your Shares are registered in your own name, please sign and date
the enclosed BLUE proxy card and return it today to Furlong at the
address listed below.  The BLUE proxy card may also be executed
electronically or by telephone by following the instructions provided
on the card.
If your Shares are held in a brokerage account or bank, you are
considered the beneficial owner of the Shares, and these proxy
materials, together with the Furlong's BLUE proxy card, are being
forwarded to you by your broker or bank.  As a beneficial owner, you
2
must instruct your broker, trustee or other representative how to vote.
Other than incidental items, your broker cannot vote your Shares on
your behalf without your instructions.
*	Depending upon your broker or custodian, you may be able to vote either
by toll-free telephone or through the internet.

       Since only your latest dated proxy card will count, Furlong urges you
not to return any WHITE proxy card you receive from the Company.  Even if you
return the WHITE proxy card marked "abstain" or "against" as a protest
against the incumbent Directors, it will revoke any proxy card you may have
previously sent to Furlong.  The last card you submit must be the BLUE proxy
card sent from Furlong.  Remember, you can vote for Furlong's Nominees only
on Furlong's BLUE proxy card, herein enclosed.  Please make certain that the
latest dated proxy card you return is Furlong's BLUE proxy card.


Please call Daniel Rudewicz if you need assistance in voting Furlong's BLUE
proxy card:

Daniel Rudewicz
Furlong Financial, LLC
10 G Street, NE
Suite 710
Washington, DC 20002
202-999-8854


BACKGROUND OF THE SOLICITATION


From October 7, 2010 to February 11, 2011 Daniel Rudewicz, in his role as the
Investment Advisor, Managing Member, and beneficial owner of all investments
belonging to Furlong Financial and its related entities, including Furlong
Fund and Furlong Samex, purchased 77,875 shares of the Company.

On January 31, 2011 Mr. Rudewicz sent two (2) letters to the Company stating
that, in accordance with Article 6, Section 625 of New York Business
Corporation Law, he would like to see the books, the minutes of the meetings
of the Board of Directors, and the list of shareholders of the Company. In
the letters, Mr. Rudewicz stated that he would be visiting the Company's
headquarters on February 17, 2011.

On February 17, 2011 Mr. Rudewicz visited the Company's headquarters in East
Syracuse, NY for a due diligence visit. Mr. Rudewicz met with the Company's
CEO, Carl Fahrenkrug. Mr. Rudewicz also requested to see both the books and
Board meeting minutes of the Company and the shareholder list of the Company.
However, Mr. Rudewicz was told, to his understanding, that the Board had made
the decision not to allow Mr. Rudewicz access to the requested information.

On March 8, 2011 Mr. Rudewicz sent a letter to the Board of Directors. The
letter stated that Mr. Rudewicz was disappointed that the Board made the
decision not to allow him access to the requested documents. In the letter,
Mr. Rudewicz also thanked Mr. Fahrenkrug for visiting with him. Mr. Rudewicz
stated that because he was displeased with the Board's decision to restrict a
shareholder from seeing the books and records, he would be withholding his
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votes from two Directors at the upcoming meeting.

On March 10, 2011 Mr. Fahrenkrug sent a letter to Mr. Rudewicz to (1) clarify
that during the February 17, 2011 meeting he had been speaking for management
and that "[t]he Board of Directors has taken no position with regard to
allowing you access to the shareholders list, books and records of the
Company.   In the past, however, the position I articulated was the position
of management and the Board," and (2) request an updated mailing address from
Mr. Rudewicz.

On March 11, 2011 Mr. Rudewicz sent a response with a mailing address to the
Company's Corporate Secretary, CFO and Board member, Richard Jones.

On July 22, 2011 Mr. Rudewicz sent a letter to the Board of Directors
outlining possible corporate actions the Board could take to help the Company
realize its true value. Mr. Rudewicz listed several actions the Company could
take, including using the Company's excess cash to issue a one-time dividend,
buy back Company shares, purchase a company within the industry, or purchase
a company outside of the industry. The letter also suggested improving
corporate governance by declassifying the Board or repealing the
supermajority provisions from the Bylaws.

On September 26, 2011 Mr. Rudewicz called the Company and expressed his
interest in being nominated as a Director.

On October 3, 2011 the Company sent a letter to Mr. Rudewicz. The letter was
not received by Mr. Rudewicz until October 17, after he called the Company to
follow up on the nomination. The letter dated October 3, 2011 requested, on
behalf of the nominating committee, a resume of qualifications from Mr.
Rudewicz.

On October 19, 2011 Mr. Rudewicz responded to the email with his resume and
notified the nominating committee that if it should need any additional
information or had any additional questions, it should contact him.

On October 26, 2011 Mr. Rudewicz spoke with Mr. Fahrenkrug on the phone about
general matters and, specifically, about the date the nominating committee
intended to meet. Mr. Rudewicz notified Mr. Fahrenkrug that if the nominating
committee should need more information it should contact him. Mr. Fahrenkrug
conveyed that he did not know when the nominating committee would meet.

On October 31, 2011 Mr. Rudewicz received a letter from Mr. Fahrenkrug
stating that after speaking with the nominating committee chair, Daniel
Galbally, he was told that the nominating committee intended to meet sometime
in November. The letter also stated that Mr. Fahrenkrug would notify Mr.
Rudewicz when a date was solidified. Mr. Rudewicz never received a
notification from any member of the nominating committee or Mr. Fahrenkrug.

The week of December 18, 2011, having never received notice of when the
nominating committee would meet, Mr. Rudewicz called to follow up on the
status of his nomination.  His call was never answered. Mr. Rudewicz left a
voicemail for Mr. Fahrenkrug to call him back with more information. Mr.
Rudewicz never received a call back.

4

On January 4, 2012 Mr. Rudewicz received an email from Mr. Fahrenkrug, who is
not a member of the nominating committee, stating that, on behalf of the
nominating committee, he was passing along information that the nominating
committee would not nominate Mr. Rudewicz for election at the 2012 annual
meeting. Mr. Rudewicz never received notification of when the nominating
committee meeting was held. Furthermore, no member from the nominating
committee ever contacted Mr. Rudewicz.

On January 4, 2012 the Company issued an 8-K, stating that the Company had
nominated two new Directors for the Board.

On January 20, 2012 Mr. Rudewicz submitted adequate notice to the Company
that he intended to nominate himself and Ryan Morris at the Company's 2012
Annual Meeting. The Notice also stated that it would propose an amendment to
the Company's Bylaws, allowing for greater proxy access.  The tentative text
of the amendment was included in the notice.  That text in substantially
similar form is included in this Proxy Statement. Later that day, Furlong
Fund issued a press release stating that it had provided the Company with its
notice.

With the exclusion of the CEO and the CFO, at no point during the entire
process did any member of the Board ever contact Mr. Rudewicz. The only
contact Mr. Rudewicz received was from executive officers of the Company. Any
decisions from the Board were communicated in letters or correspondence
signed by the CEO.

With the exception of the CEO, the other eight (8) members of the Board
currently sitting or to be nominated for election at the 2012 Annual Meeting,
own a combined 7,054 shares of the company. This equates to 0.003% of the
shares outstanding.

REASONS FOR PROSAL NO. 1: TWO (2) BOARD SEATS OUT OFNINE (9)
(2 SEATS OF THE CURRENT 3 UP FOR ELECTION)

	As a shareholder in the Company, Furlong has one major goal, to see
long term shareholder value increased.   If elected, Furlong's nominees will
work constructively with the rest of the Board and to the best of their
ability in the effort to increase shareholder value. It's the opinion of
Furlong that the usage of a classified Board limits Director accountability,
as classification ensures that certain Directors will not face removal at
each annual meeting.  Furlong believes that without such threat of removal
the Directors of the Company are less likely to pursue shareholder interests
with the fervor necessary to see continued growth in shareholder value.
Furlong also believes that the supermajority vote required to change the
classified Board structure further impedes Director accountability.  A
supermajority provision, requiring a two thirds vote (2/3) of all outstanding
shares to change or eliminate classification, makes such classification very
resistant to change or elimination by the shareholders. For the reasons
stated above, Furlong believes that a classified board is not in the best
interest of the shareholders.  If elected, Furlong's Nominees will work with
the rest of the Board in attempting to have these Bylaw provisions amended.

       Furlong is only seeking two seats on the Board and, in doing so, wishes
to bring outside voices to the boardroom.  Furlong's Nominees are committed
to exercising their independent judgment and would seek to work
constructively with the other Directors.
5

PROPOSAL NO. 1
ELECTION OF DIRECTORS

       The Board is currently composed of nine (9) Directors.  Three (3)
Director seats are up for election.   Furlong is seeking your support at the
annual meeting to elect its Nominees, in opposition of two of the Company's
nominees, Robert Essig and John Kennedy.  Please note that Furlong is only
seeking two (2) of the available three (3) seats for its Nominees.

       If elected, Furlong's Nominees will represent a minority of the members
of the Board, approximately 22%, therefore it is not guaranteed that they
will be able to enhance shareholder value.
 Furlong's Nominees

       Each Nominee, as listed below, is independent of the Company in
accordance with the rules of the Securities and Exchange Commission and
Section 301 of the Sarbanes-Oxley Act of 2002, as applicable to issuers
listed on a national securities exchange or in an inter-dealer quotation
system.   Each Nominee is committed to exploring all alternatives to increase
shareholder value. If elected, the Nominees are committed to acting in the
best interest of the Company's shareholders and will pursue their efforts
diligently and promptly.  Furlong's Nominations were made in a timely manner
and incident to the notice sent to the Company on January 20, 2012, as
required by the Company's Bylaws.

       The Nominees, if elected, will constitute a minority of the Board.  If
the nominees are elected and take office as Directors, they intend to
discharge their duties as Directors of the Company in compliance with all
applicable legal requirements, including the general fiduciary obligations
imposed upon corporate directors.

       Below are the (1) names and ages; (2) present principal occupation and
employment; and (3) material occupations, positions, offices, employments and
directorships for the past five years of the Nominees. Each of the Nominees
has consented to serve as a Director of the Company and be named in this
Proxy Statement as a Nominee.

Ryan Morris (Age 27)

Present and Past Occupations and Directorships

Mr. Morris is the Managing Partner and founded Meson Capital Partners, LP in
February 2009.  Meson Capital Partners focuses on deep value, activist
investment opportunities.  Mr. Morris was recently a member of the equity
committee for publicly traded HearUSA, Inc. which was responsible for selling
the company assets and tripling the value to equity holders.  Prior to
founding Meson Capital Partners, Mr. Morris was co-founder & CEO of VideoNote
LLC, a small and profitable educational software company with customers
including Cornell University and The World Bank. Mr. Morris has a Bachelor's
and Master's degree in Operations Research & Information Engineering from
Cornell University and has passed all three levels of the Chartered Financial
Analyst Program.  Mr. Morris presently does not beneficially, directly or
indirectly, own any Shares of the Company.
6

Education and Other Director Qualifications

Education:  BSc., M.Eng Operations Research and Information Engineering,
Cornell University. He has passed all three levels of the CFA Program.

Mr. Morris's current business address is 531 E. State St, Ithaca, NY,
14850.  Mr. Morris is a citizen of Canada.

Daniel Rudewicz, CFA (Age 28)

Present and Past Occupations and Directorships

Mr. Rudewicz is the managing member of Furlong Financial LLC and has been the
portfolio manager of the Furlong Fund LLC, and its related entities, since
2008. Mr. Rudewicz also currently serves as the Chairman of the Furlong
Foundation, a not-for-profit corporation founded in 2007. Prior to managing
the Furlong Fund, Mr. Rudewicz worked as an analyst at JPMorgan Investment
Bank in 2008. From 2005 to 2008, Mr. Rudewicz worked at Raymond James
Financial.  Mr. Rudewicz is deemed to be the indirect beneficial owner of the
77,875 Shares beneficially and directly owned by Furlong.

Education and Other Director Qualifications

Education:  Mr. Rudewicz graduated with honors with a BA in Economics from
the University of Florida. He is currently pursuing his Juris Doctorate at
Georgetown University Law Center. He is a CFA Charterholder.

Mr. Daniel Rudewicz's current business address is 10 G Street NE, Suite 710,
Washington, DC 20002.  Mr. Rudewicz is a citizen of the United States of
America.

       The Nominees will not receive any compensation from Furlong for their
role as Directors of the Company.  There are no arrangements or
understandings among any of Nominees or any other person or persons pursuant
to which the nomination described herein is to be made, other than the
consent by the Nominees to be named in this Proxy Statement and on the
enclosed BLUE proxy card and to serve as a Director of the Company if
elected.

       Furlong does not expect that its Nominees will be unable to stand for
election, but, in the unforeseen event any of the Nominees are incapable of
serving or for good cause will not serve, the Shares represented by the
enclosed BLUE proxy card will be cast for a substitute nominee, if the
unforeseen eventuality is not prohibited under the Bylaws and applicable
legalities.  In addition, Furlong reserves the right to nominate a substitute
person if the Company makes or announces any changes to its Bylaws or takes
or verbalizes any other action that has, or if consummated would have,
disqualified the Nominee, to the extent this action is not prohibited under
the Bylaws and applicable law.  In any such case, the Shares represented by
the enclosed BLUE proxy card will be voted in favor of a substitute nominee.
We reserve the right to nominate additional person(s), to the extent that
opting for this action is not prohibited under the Bylaws and applicable law,
if the Company increases the size of the Board above its existing number, or
above its contemplated size at the conclusion of the Annual Meeting, or
enlarges the number of Directors whose terms expire at the Annual Meeting.
7
Additional nominations made pursuant to the preceding sentence should be
without prejudice to the position of Furlong that any attempt by the Company
to increase the size of the Board, or to re-classify, reconstitute or
reconfigure the Board, would constitute unlawful manipulation of the
Company's corporate machinery.

FURLONG RECOMMENDS THAT YOU VOTE FOR ALL OF ITS NOMINEES ON THE ENCLOSED BLUE
PROXY CARD.

REASONS FOR PROPSOAL NO. 2: AMENDMENT TO THE BYLAWS

	Furlong has proposed, through sufficient and proper notice to the
Company as required under the Bylaws, that the Bylaws of the Company be
amended.  In short, the amendment would add a new provision to the Bylaws
which would allow shareholders who have significant Share ownership in the
Company, access to the Company's proxy materials when trying to get a
shareholder nominee elected.    Furlong believes the amendment would make it
easier and more cost effective to solicit proxies for shareholder nominees.
As a consequence this would greatly increase the accountability of the
incumbent Directors   because it would be easier and cheaper to solicit votes
for a shareholder nominee running in opposition to an incumbent Director.
Furlong believes that such opposition would inspire incumbent Directors to
greater performance.  Director accountability is key to effective management
and governance.

PROPOSAL NO. 2
AMENDMENT TO BYLAWS PROVIDING GREATER SHAREHOLDER ACCESS
TO COMPANY PROXY MATERIALS

       Furlong's proposed amendment was made in a timely manner and incident
to the notice sent to the Company on January 20, 2012, as required by the
Company's Bylaws.

        The potentially positive effects of the amendment are:
*	Upon meeting certain notice requirements, an eligible shareholder can
cause the Company or Board of Directors to include in the Company's
proxy statement information relating to his or her director nominee.
*	The Company or Board of Directors will also be required to include the
eligible shareholder nominee on its proxy card and solicit proxies for
the election of such nominee.
*	 Allowing such access to the Company's proxy materials would make it
both easier and cheaper for an eligible shareholder to run his, her, or
its nominees in opposition to nominees of the Company.
*	Furlong believes that providing the access as intended by the amendment
will serve to increase Director accountability.
*	An eligible shareholder is a person or a group of not more than five
persons who has been the beneficial owner continuously of not less than
15% of the outstanding common voting shares of the Company for a
minimum of one month.
    8

    The potentially negative effects of the amendment are:
*	The eligible shareholder, because of his, her, or its large position in
the Company, would be able to cast a significant number of votes for
his, her, or its nominee, potentially giving the eligible shareholder
effective control of the Company.
*	In exercising control, the eligible shareholder may accrue fiduciary
obligations similar to those of the Directors and officers of the
Company.  As with all fiduciary relationships, there is the possibility
that the eligible shareholder may underperform in his, her, or its
fiduciary capacity.
       The above  summaries should only serve as   basic guidelines  as to
what is contained in the amendment and its  potential effects.   You should
carefully read the text of the proposed amendment listed below.  Furlong will
vote your proxy in support of the amendment in the form presented but
reserves the right to vote your proxy for any alternations to the amendment,
if such alternations are proposed at the annual meeting.  If you have any
questions concerning this amendment, please call Daniel Rudewicz at 202-999-
8854.  The proposed amendment is as follows:
RESOLVED, pursuant to paragraph (b) of Section 10 of Article II of the
Bylaws (the "Bylaws") of Microwave Filter Company, Inc. (the
"Corporation"), the shareholders hereby amend the Bylaws to add Section
12 of Article II:
"Article II, SECTION 12. SHAREHOLDER ACCESS TO THE CORPORATION'S PROXY
MATERIALS.
       A.	Right of Access.
1. The Corporation or its Board of Directors shall include in the proxy
statement distributed on behalf of the Corporation or its Board of
Directors for the Annual Meeting of Shareholders (defined below) the
information specified below (the "Required Information") with respect
to the nominees of an Eligible Shareholder (defined below) ("Access
Nominees") for election as a director, if the nomination complies with
the requirements of this Section.  The Corporation shall not be
required to provide such access for more than the Maximum Number
(defined below) of Access Nominees.
2. The "Required Information" shall be (i) such information concerning
the Access Nominees and the Eligible Shareholder, as is required under
the rules of the SEC or otherwise required by applicable law to be
provided by the Eligible Shareholder in connection with a solicitation
of proxies for the election of such nominees and (ii) if the Eligible
Shareholder so elects, a statement of not more than 500 words in
support of the nomination.  The Required Information shall be furnished
to the Corporation by the Eligible Shareholder in accordance with this
Section.  The form of proxy that the Corporation distributes for the
Annual Meeting of Shareholders shall permit shareholders to give
instructions for the voting of their shares with respect to the
election of the Access Nominees in substantially the same manner as
provided with respect to the nominees of the Board of Directors, but
shall clearly distinguish between an Access Nominee and a nominee of
9
the Board of Directors.
       B.	Eligibility.
In order for information about the Access Nominees of an Eligible
Shareholder to be included in the Corporation's proxy materials and
proxies solicited for the election of such Access Nominees, the
following requirements must be satisfied:
1. The Eligible Shareholder shall have provided to the Corporation
notice of the nominee for whom it seeks access pursuant to this Section
("Notice of Access") not later than the last date by which notice of a
nomination is required to be provided to the Corporation in accordance
with Section 1 of Article III.  The Notice of Access shall contain (a)
the Required Information, (b) to the extent the Eligible Shareholder is
not the record owner of the shares on which it bases its eligibility
for access hereunder, the information regarding the record ownership of
such shares as required by paragraph E.4. below and (c) any additional
information, if any, required by Section 1 of Article III.
2. The Eligible Shareholder's Notice of Access shall identify up to
three Access Nominees for election as a director of the Corporation,
such election to be held at the Annual Meeting of Shareholders.
3. Each Access Nominee shall be Independent (defined below) and shall
not be a Disqualified Repeat Nominee (defined below).
4. The Eligible Shareholder shall represent and undertake in its Notice
of Access that it, Its Access Nominees and Affiliates (defined below)
of the Eligible Shareholder (a) has not nominated and will not nominate
for election to the Board of Directors at the Annual Meeting of
Shareholders any individual other than the individuals named in its
Notice of Access, (b) has not engaged and will not engage in a
"solicitation" within the meaning of SEC Rule 14a-1 in support of the
election of any other individual as a director at the Annual Meeting of
Shareholders other than an individual named in the Notice of Access and
(c) will not distribute to any shareholder any form of proxy for the
Annual Meeting of Shareholders other than the form distributed by the
Corporation.
5. The Eligible Shareholder shall comply with the requirements of
paragraphs D.1. and D.2. of this Section.
       C.	Process.
1. The Corporation's Nominating Committee, if any, shall consider a
Notice of Access, shall determine if an Access Nominee is Independent
and may, in its discretion, make a recommendation to the Board of
Directors that an Access Nominee should be nominated by the Board of
Directors for election at the Annual Meeting of Shareholders.  If the
Corporation does not currently have a nominating committee, the current
Board of Directors shall make the determinations noted above.
2. If the Board of Directors nominates an Access Nominee as part of the
Board's slate of nominees, the Notice of Access will be deemed
withdrawn and the former Access Nominee shall be presented to the
shareholders in the same manner as any other nominee of the Board of
10
Directors.  If the Board of Directors does not so nominate an Access
Nominee, access to the Corporation's proxy materials shall be provided
in accordance with the terms and subject to the conditions of this
Section.
3. The Board of Directors or a committee thereof may adopt such rules
or guidelines for applying the provisions of this Section as it
determines are appropriate.  These may include timing and other such
adjustments as may be appropriate in the event an Access Nominee for
whom Notice of Access has been provided becomes unavailable or
unwilling to serve or becomes ineligible.  If there are more than the
Maximum Number of nominations for which access to the Corporation's
proxy materials has been sought in compliance with this Section, access
hereunder shall be provided for only the Maximum Number of nominations,
which shall be the nomination(s) made by the Eligible Shareholders(s)
Beneficially Owning (defined below) the most common voting shares of
the Corporation, as determined in the case of each Eligible Shareholder
based on its Beneficial Ownership (defined below) on the date as of
which it reported its Beneficial Ownership in its Notice of Access,
assuming the nomination complies with this Section in all other
respects.
       D.  	Other Requirements.
1. The Eligible Shareholder shall have executed and delivered to the
Corporation not later than 30 days after delivering its Notice of
Access an undertaking acknowledging its responsibility for the Required
Information, all other information submitted to the Corporation
pursuant to this Section and all of its and its Access Nominee's
communications to shareholders in connection with the election of
directors at the Annual Meeting of Shareholders.
2. The Eligible Shareholder and its Access Nominee(s) shall each
provide to the Corporation prompt written notice of (a) any material
change in its Beneficial Ownership of the common voting shares of the
Corporation occurring since the Notice of Access was provided and
before the election of directors at the Annual Meeting of the
Shareholders and (b) any material error recognized by the Eligible
Shareholders or its Access Nominee(s) in, or any change in
circumstances that makes incorrect or misleading in any material
respect, the information previously provided by the Eligible
Shareholder or its Access Nominee(s) in the Notice of Access or
otherwise provided in accordance with this Section.
       E.  	Definitions Not Accounted For Throughout This Section.
For the purposes of this Section, the following definitions shall
apply:
1. An "Affiliate" of a person shall mean another person that, directly
or indirectly through one of more intermediaries, controls, is
controlled by or is under common control with such person.
2. A person shall be the "Beneficial Owner" of and shall be deemed to
be "Beneficially Owning" only those common voting shares of the
Corporation as to which the person possesses both (i) the full voting
rights pertaining to the shares and (ii), after giving effect to any
11
swap, hedging, derivative or synthetic ownership contract or
arrangement with respect to the common voting shares of the Corporation
to which the person is a party or is bound or is the beneficiary, the
full economic interest in (including the right to dispose of and the
opportunity for profit and risk of loss on) such shares.  A person
shall also be deemed to be the "Beneficially Owner" or be "Beneficially
Owning" common voting shares held in the name of an Access Nominee or
other intermediary so long as the person retains the right to instruct
how the shares are voted with respect to the election of directors and
possesses the full economic interest in the shares.  A person's
Beneficial Ownership of common voting shares shall be deemed to
continue during any period in which the person has delegated any voting
power by means of a proxy, power of attorney or other instrument or
arrangement which is revocable at any time by the person or in which
any fiduciary, attorney-in-fact or distributee succeeds to or otherwise
acts for such person by reason of the death, disability, liquidation or
occurrence of a comparable event with respect to such person.
3. A "Disqualified Repeat Nominee" in respect of an Annual Meeting of
Shareholders shall mean an individual as to whom access to the
Corporation's proxy materials for the immediately preceding Annual
Meeting of Shareholders was provided and who withdrew from or became
ineligible or unavailable for election at such Meeting.
4. An "Eligible Shareholder" shall mean a person or a group of not more
than five persons who has been the Beneficial Owner continuously of not
less than 15% of the outstanding common voting shares of the
Corporation for a minimum of one month at the date of submission of its
Notice of Access and thereafter continuing through the date of the
election of directors at the Annual Meeting of Shareholders as to which
it submitted its Notice of Access and who complies with the other
provisions of this Section.  To the extent that an Eligible Shareholder
is not the record holder of the common voting shares of which it has
Beneficial Ownership, the Eligible Shareholder shall submit with its
Notice of Access evidence from the record holder showing that the
shares that it holds are and have for at least the required minimum
period been held for the benefit of the Eligible Shareholder or one or
more intermediaries from whom the Eligible Shareholder derives its
Beneficial Ownership and, if the Eligible Shareholders derives its
Beneficial Ownership through any such intermediary, like evidence from
such intermediary of the Eligible Shareholder's interest in the shares.
For purposes of this Section, Beneficial Owners of shares who jointly
nominate an individual for election as a director shall be considered a
group if they have agreed in writing to so act, are so identified in
the Notice of Access, and the undertakings required by this Section are
provided with respect to each such person.  For purposes of determining
if a group satisfies the foregoing share ownership requirement, the
common voting shares of the Corporation Beneficially Owned by any
member of a group continuously for at least the foregoing minimum
period shall be aggregated with the common voting shares Beneficially
Owned continuously for at least the foregoing minimum period by each
other member of such group and no person may be a member of more than
one group in respect of the Annual Meeting of Shareholders for which
the group gave a Notice of Access.
5. "Independent" with respect to an Access Nominee shall mean that the
12
nominee would be considered an independent director in accordance with
the listing standards of the principal U.S. securities market in which
the common voting shares of the Corporation trade or, if no such
listing standards are applicable at the time, in accordance with the
standards used by the Board of Directors or a duly authorized committee
thereof in determining and disclosing the independence of the
Corporation's directors in accordance with the rules of the SEC.
6. The "Maximum Number" of nominees for which access to the
Corporation's proxy materials may be provided in respect of an Annual
Meeting of Shareholders shall be one-third (1/3) of the total number
Directors as of the last date by which advance notice of the nomination
by a shareholder of an individual for election as a director at the
Annual Meeting of Shareholders may be timely given to the Corporation
in accordance with Section 1 of Article III.
7. All references in this Section to rules of the SEC shall refer to
the rules of the
Securities and Exchange Commission as in effect on the date this
Section becomes effective and as such rules may be amended from time to
time thereafter or any successor provision of the SEC's rules.
8. An "Annual Meeting of Shareholders" shall include a special meeting
of shareholders to elect directors held in lieu of an annual meeting of
shareholders and any adjournment of an annual meeting of shareholders
or any such special meeting of the shareholders."
FURLONG RECOMMENDS THAT YOU VOTE FOR THE PROPOSED AMENDMENT
PROPOSAL NO. 3
RATIFICATION OF THE COMPANY'S INDEPENDENT AUDITOR

       As discussed in further detail in the Company's proxy statement, the
Board has appointed EFP Rotenberg, LLP as the Company's independent
registered public accounting firm for the fiscal year ending September 30,
2012 and is proposing that shareholders ratify such appointment.  For more
details on the appointment please refer to the Company proxy materials sent
to you on or about February 15, 2012.
FURLONG MAKES NO RECOMMENDATION WITH RESPECT TO THE RATIFICATION OF THE
APPOINTMENT OF EFP ROTENBERG, LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE 2012 FISCAL YEAR AND INTENDS TO VOTE ITS
SHARES "FOR" THIS PROPOSAL.
VOTING AND PROXY PROCEDURES
       Only shareholders of record will be entitled to notice of and to vote
at the Annual Meeting.  Each Share is entitled to one vote.  Shareholders who
sell Shares before the record date (or acquire them without voting rights
after the record date) may not vote such Shares.  Shareholders of record on
the record date will retain their voting rights in connection with the Annual
Meeting even if they sell their Shares after the record date.  Based on
publicly available information, Furlong believes that the only outstanding
class of securities of the Company entitled to vote at the Annual Meeting is
the Shares.  As indicated in the Company's proxy materials sent on or about
13
       February 15, 2012, the record date is the close of business on February
7, 2012.  At the record date 2,586,227 Shares of the Company's stock were
issued, outstanding and entitled to vote at the Annual Meeting.
       Shares represented by properly executed BLUE proxy cards will be voted
at the Annual Meeting as marked and, in the absence of specific instructions,
will be voted FOR the election of the Furlong's Nominees to the Board, FOR
the Company's nominees other than Robert Essig and John Kennedy, FOR the
proposed amendment to the Bylaws dealing with greater shareholder access to
Company proxy materials, FOR EFP Rotenberg, LLP as the Company's independent
registered public accounting firm for the fiscal year ending September 30,
2012, and in the discretion of the person named as proxy on all other matters
as may properly come before the Annual Meeting.
According to the Company's proxy statement for the Annual Meeting, the
current Board intends to nominate three (3) candidates for election as
Directors at the Annual Meeting.  This Proxy Statement is soliciting proxies
to elect not only Furlong's Nominees, but also  the Company's nominees other
than Robert Essig and John Kennedy.  This gives shareholders who wish to vote
for Furlong's Nominees the ability to exercise their full voting rights by
allowing them to cast votes for all the Director seats up for election. The
background and qualifications of the Company's nominees and other information
about them, can be found in the Company's proxy statement.  There is no
assurance that any of the Company's nominees will serve as Directors if
Furlong's Nominees are elected.
Requirements as to Quorum
	In order to constitute a quorum with respect to each matter to be
presented at the Annual Meeting, one third (1/3) of the outstanding Shares
entitled to vote must be represented at the Annual Meeting, either in person
or proxy.  If you vote using the BLUE proxy card, your Shares will be part of
the quorum.  Under this solicitation, abstentions and broker non-votes will
count as Shares that are present for the purpose of establishing a quorum,
but will not be counted as votes cast in favor of or against the election of
directors or in favor of or against the approval of the proposed amendment to
the Bylaws.  A "broker non-vote" is a proxy submitted by a bank, broker or
other custodian that does not indicate a vote for some of the proposals
because the broker does not have or does not exercise discretionary voting
authority on certain types of proposals and has not received instructions
from its client as to how to vote on those proposals.
	Brokers cannot vote on their customers' behalf on "non-routine"
proposals.  If you hold your Shares in "street name" and do not provide
voting instructions to your bank, broker, or other custodian, your Shares
will not be voted on any proposal on which your broker does not have or does
not exercise discretionary authority to vote, including any non-routine
matter for which you do not provide voting instructions.  A broker non-vote
on any of the non-routine proposals presented at the Annual Meeting will have
no effect on the outcome of the proposal.  The election of Directors and the
proposal to amend the Bylaws are non-routine proposals.

Votes Required

       Election of Directors:  According to the Company's proxy statement and
the Bylaws, Directors are elected by a plurality vote.  This means that of
14
all the Directors nominated, including both Furlong's Nominees and the
Company's nominees, the three (3) nominees receiving the highest number of
FOR votes will be elected to office.  A shareholder who abstains or withholds
votes with respect to the election of Directors will have no effect on the
outcome.

       Amendment of the Company's Bylaws Granting Greater Shareholder Access:
According to the Bylaws, the amendment proposed in this Proxy Statement
requires a majority of the votes cast in order to pass.   This means that the
number of votes FOR the proposal must exceed the number of votes AGAINST the
proposal.  A shareholder who abstains with respect to this proposal will have
no effect on the outcome.
       Ratification of EFP Rotenberg, LLP as the Company's Independent
Auditor:  According to the Company's proxy statement and the Bylaws, the
ratification of the proposed accounting firm requires a majority of the votes
casted in order to pass.   This means that the number of votes FOR the
proposal must exceed the number of votes AGAINST the proposal.  A shareholder
who abstains with respect to this proposal will have no effect on the
outcome.

Revocation of Proxies

       Shareholders of the Company may revoke their proxies at any time by
attending the Annual Meeting and voting in person (although attendance at the
Annual Meeting will not in and of itself constitute revocation of a proxy) or
by delivering a written notice of revocation.  The delivery of a subsequently
dated proxy which is properly completed will constitute a revocation of any
earlier proxy.  The revocation may be delivered to Furlong Financial, LLC in
care of Daniel Rudewicz at the address located at the top of this Proxy
Statement or to the Secretary of the Company, Mr. Richard Jones, at 6743
Kinne Street, East Syracuse, New York 13057.  Although a revocation is
effective if delivered to the Company, Furlong requests that either the
original or photostatic copies of all revocations be mailed to Daniel
Rudewicz at Furlong Financial, LLC at the address at the top of this Proxy
Statement so that Furlong will be aware of all revocations and can more
accurately determine if and when proxies have been received from the holders
of record on the record date.  Additionally, Furlong may use this information
to contact shareholders who have revoked their proxies in order to solicit
later dated proxies for the election of the Nominee.

       SOLICITATION OF PROXIES AND ASSOCIATED COSTS

       The solicitation of proxies pursuant to this Proxy Statement is being
made by Furlong, at the direction of Furlong Financial LLC and Daniel
Rudewicz.  Proxies may be solicited by mail, facsimile, telephone, telegraph,
internet, in person and by advertisements.

       Furlong has entered into an agreement with Hafelein White, LLC, an
Illinois based law firm, for legal services in connection with this
solicitation, for which Hafelein White, LLC will receive a fee not to exceed
$6,000, together with reimbursement for its reasonable out-of-pocket
expenses. Hafelein White, LLC will not be soliciting proxies on behalf of
Furlong. Furlong may enter into an agreement with Broadridge Financial
15

Solutions, Inc. ("Broadridge"). Broadridge will be responsible for mailing
this Proxy Statement and the attached BLUE proxy card to the shareholders
specified by Furlong.  Broadridge will receive a fee not to exceed $2,500.
Broadridge will use approximately five (5) to ten (10) employees in its
mailing efforts.  Furlong, with the ministerial assistance of Broadridge, if
Broadridge is retained, will solicit proxies from individuals, brokers,
banks, bank nominees and other institutional holders. Furlong has requested
banks, brokerage houses and other custodians, nominees and fiduciaries to
forward all solicitation materials to the beneficial owners of the Shares
they hold of record. Additionally, Furlong may reimburse these record holders
for their reasonable out-of-pocket expenses in so doing.

       The entire expense associated with the solicitation of proxies is being
borne by Furlong. The entire estimated cost of this solicitation is $9,000.
Furlong may choose to seek reimbursement from the Company for all or some of
the costs associated with this solicitation.  The question of reimbursement
will not be submitted to the vote of the Company's security holders.

PARTCIPANT INFORMATION

	The participants in this proxy solicitation are Furlong Financial LLC,
Furlong Fund ("Furlong"), Daniel Rudewicz, and Ryan Morris.

       Furlong Financial, LLC is a private investment management company that
owns and operates Furlong as its sole general partner.  Furlong is a private
investment fund which is comprised of a diverse portfolio of securities
investments.  The principal business of Furlong is the buying and selling of
securities for investment purposes.  The principal business of Furlong
Financial, LLC is serving as the general partner of Furlong Fund.

       The principal occupation of Daniel Rudewicz is serving as the sole
managing member of Furlong Financial, LLC.

       The principal occupation of Ryan Morris is managing partner at Meson
Capital Partners, LP, a private investment management company.

       The principal business address of Furlong Financial, LLC, Furlong Fund
and Daniel Rudewicz is 10 G Street, NE Suite 710, Washington, DC 20002.

       The principal business address of Ryan Morris is 531 E. State St,
Ithaca, NY, 14850.

Share Ownership of the Participants

	Ryan Morris does not beneficially, directly or indirectly, own any
Shares of the Company.

       Furlong Fund beneficially and directly owns 77,875 shares of the
Company. As the sole general partner of Furlong Fund, Furlong Financial, LLC
may be deemed to beneficially and indirectly own the 77,875 shares
beneficially owned by Furlong Fund. Daniel Rudewicz, as the sole managing
member of Furlong Financial, LLC, may be deemed to beneficially and
       16

indirectly own the 77,875 shares deemed to be beneficially owned by Furlong
Financial, LLC.

Other Interests, Transactions and Qualifications

        Except as set forth in this Proxy Statement:  (i) during the past 10
years, no participant in this solicitation has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); (ii) no
participant in this solicitation beneficially, directly or indirectly, owns
any securities of the Company; (iii) no participant in this solicitation owns
any securities of the Company which are owned of record but not beneficially;
(iv) no participant in this solicitation has purchased or sold any securities
of the Company during the past two years; (v) no part of the purchase price
or market value of the securities of the Company owned by any participant in
this solicitation is represented by funds borrowed or otherwise obtained for
the purpose of acquiring or holding such securities (vi) no participant in
this solicitation is, or within the past year was, a party to any contract,
arrangements or understandings with any person with respect to any securities
of the Company, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies; (vii)
no associate of any participant in this solicitation owns beneficially,
directly or indirectly, any securities of the Company; (viii) no participant
in this solicitation owns beneficially, directly or indirectly, any
securities of any parent or subsidiary of the Company; (ix) no participant in
this solicitation or any of his or its associates was a party to any
transaction, or series of similar transactions, since the beginning of the
Company's last fiscal year, or is a party to any currently proposed
transaction, or series of similar transactions, to which the Company or any
of its subsidiaries was or is to be a party, in which the amount involved
exceeds $120,000; (x) no participant in this solicitation or any of his or
its associates has any arrangement or understanding with any person with
respect to any future employment by the Company or its affiliates, or with
respect to any future transactions to which the Company or any of its
affiliates will or may be a party; (xi) no participant in this solicitation
has a substantial interest, direct or indirect, by securities holdings or
otherwise in any matter to be acted on at the Annual Meeting; (xii) no
participant in this solicitation holds any positions or offices with the
Company; (xiii) no participant in this solicitation has a family relationship
with any director, executive officer, or person nominated or chosen by the
Company to become a director or executive officer and (xiv) no corporations
or organizations, with which any participant in this solicitation has been
employed in the past five years, is a parent, subsidiary or other affiliate
of the Company.
17


INFORMATION RELATING TO LARGE BENEFICICAL SHAREHOLDERS

The following Information was taken from the Company's proxy statement sent
on or about February 15, 2012:

Share ownership of Shareholders Holding 5% or more of Company stock as of
February 7, 2012

Name and Address 					Shares of Common Stock Beneficially
Owned

      							 Number			Percentage
Hummingbird Management, LLC				417, 578       		16.1%
145 East 57th Street - 8th Floor
New York, New York 10022

The above is based on the Share information for Hummingbird Management, LLC
reported on Schedule 13D filed by it on December 16, 2009. Hummingbird
Management, LLC reported sole voting power and sole dispositive power to all
such shares and shared voting power with respect to none of the shares.

INFORMATION RELATING TO SHARES OWNED BY DIRECTORS AND EXECUTIVE OFFICERS OF
THE COMPANY AS A GROUP

The following Information was taken from the Company's proxy statement sent
on or about February 15, 2012:

Share ownership of Directors and executive officers of the Company as a group
as of February 7, 2012

Directors and officers                	Shares of Common Stock Beneficially
Owned
                                           		Number   	Percent

Carl F. Fahrenkrug *                      		72,298     	2.8%
Frank S. Markovich *                       		4,340      	**
Daniel Galbally *                        	  	0      		**
Sidney Chong *                             	 	1,000      	**
Robert R. Andrews *                        	 	1,214      	**
Richard L. Jones *                         	 	0      		**
Perry A. Harvey *                          	 	0      		**
John J. Kennedy *                          	   	500      	**
Anne Tindall*                                   	0      		**
All Directors and Executive
Officers as a group (nine persons)  			79,352     	3.1%

*Director of the Company.
**Denotes less than one percent of class.
18

TRANSACTION IN SECURITIES OF MICROWAVCE FILTER COMPANY, INC.
DURING THE PAST TWO YEARS
Class of Security, Number of Securities Purchased/(Sold) by Furlong Fund,
Date of Purchase/Sale
Common Voting Stock	1		10/7/2010
Common Voting Stock	686		10/11/2010
Common Voting Stock	5,000.00	11/12/2010
Common Voting Stock	5,000.00	11/12/2010
Common Voting Stock	1,400.00	11/22/2010
Common Voting Stock	1,488.00	11/24/2010
Common Voting Stock	2,500.00	11/29/2010
Common Voting Stock	2,500.00	11/29/2010
Common Voting Stock	2,500.00	11/29/2010
Common Voting Stock	2,500.00	11/30/2010
Common Voting Stock	2,500.00	11/30/2010
Common Voting Stock	2,500.00	12/9/2010
Common Voting Stock	2,500.00	12/9/2010
Common Voting Stock	5,000.00	12/17/2010
Common Voting Stock	2,500.00	12/22/2010
Common Voting Stock	2,500.00	12/22/2010
Common Voting Stock	4,500.00	12/29/2010
Common Voting Stock	1,000.00	1/5/2011
Common Voting Stock	5,000.00	1/5/2011
Common Voting Stock	7,000.00	1/7/2011
Common Voting Stock	100		1/10/2011
Common Voting Stock	541		1/14/2011
Common Voting Stock	978		1/18/2011
Common Voting Stock	1,500.00	1/21/2011
Common Voting Stock	2,500.00	1/21/2011
Common Voting Stock	100		1/24/2011
Common Voting Stock	900		1/25/2011
Common Voting Stock	1,450.00	1/27/2011
Common Voting Stock	381		2/1/2011
Common Voting Stock	500		2/1/2011
Common Voting Stock	1,000.00	2/1/2011
Common Voting Stock	5,350.00	2/8/2011
Common Voting Stock	4,000.00	2/11/2011

19


OTHER MATTERS AND ADDITIONAL INFORMATION

Other Matters
	Other than matters and proposals discussed above, Furlong is not aware
of any other matters to be considered at the Annual Meeting.  However, should
other matters, of which Furlong is not aware of a reasonable time before this
solicitation, are brought before the Annual Meeting, the person named as
proxy on the enclosed BLUE proxy card will vote on such matters in his
discretion.

Shareholder Proposals
	According to the Company's proxy statement for the Annual Meeting, if
you wish to submit a proposal to be included in the Company's proxy materials
for the Company's 2013 annual meeting, such proposal must be received by the
Secretary of the Company at the Company's principal executive office no later
than November 1, 2012.  The proposal should be sent by certified mail, return
receipt requested.

	Additionally, according to the Company's Bylaws, in order to properly
present a proposal (including nominations for the Board) at the annual
meeting (whether or not to be included in the Company's proxy materials), the
Bylaws of the company require advance notice of such proposal.  In order to
be timely, notice must be sent to the Secretary of the Company not later than
the close of business on the 60th day nor earlier than the close of business
on the 90th day prior to the first anniversary of the preceding year's annual
meeting.  In the event that the date of the annual meeting is more than 30
days before or more than 60 days after such anniversary date, notice by a
shareholder will be timely if delivered not earlier than the close of
business on the 90th day prior to such annual meeting and not later than the
close of business on the later of (i) the 60th day prior to such annual
meeting or (ii) the 10th day following the day on which public announcement of
the date of such meeting is first made by the Company.  The notice that you
must provide must include specific information concerning the proposal
(including the nomination of the Directors).  In the event that a shareholder
proposal intended to be presented for action at an annual meeting is not
received in a timely manner, then the persons designated as proxies in the
proxies solicited by the board of directors in connection with that Annual
Meeting will be permitted to use their discretionary voting authority with
respect to the proposal, whether or not the proposal is discussed in the
proxy statement for that annual meeting.  Please see the Company's Bylaws for
further instruction.

Incorporation by Reference
FURLONG HAS OMITTED FROM THIS PROXY STATEMENT CERTAIN DISCLOSURE REQUIRED BY
APPLICABLE LAW THAT IS INCLUDED IN THE COMPANY'S PROXY STATEMENT RELATING TO
THE ANNUAL MEETING.  THIS DISCLOSURE INCLUDES, AMONG OTHER THINGS, CURRENT
BIOGRAPHICAL INFORMATION ON THE COMPANY'S DIRECTORS, INFORMATION CONCERNING
EXECUTIVE COMPENSATION, AND OTHER IMPORTANT INFORMATION.

FURLONG DOES NOT HAVE ANY KNOWLEDGE INDICATING THAT ANY STATEMENT MADE BY
FURLONG IN THESE PROXY MATERIALS IS UNTRUE.
THE INFORMATION CONCERNING THE COMPANY CONTAINED IN THIS PROXY STATEMENT HAS
BEEN TAKEN FROM, OR IS BASED UPON, PUBLICLY AVAILABLE INFORMATION.


20


IMPORTANT

       Tell your Board what you think!  Your vote is important.  No matter how
many Shares you own, please give Furlong your proxy FOR the election of
Furlong's Nominees and FOR the amendment to the Bylaws, giving shareholders
greater access the Company's proxy materials, by taking the following steps:

*	Signing the enclosed BLUE proxy card,
*	Dating the enclosed BLUE proxy card, and
*	Mailing the enclosed BLUE proxy card TODAY in the envelope provided.

If any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution, only it can vote such Shares and only upon
receipt of your specific instructions.  Depending upon your broker or
custodian, you may be able to vote either by toll-free telephone or by the
internet.

Please refer to the enclosed BLUE proxy card for instructions on how
to vote electronically or by telephone.  You may also vote by signing,
dating and returning the enclosed BLUE proxy card

If you have any questions or require any additional information concerning
this Proxy Statement, please contact Daniel Rudewicz at the information noted
below:

Daniel Rudewicz
Furlong Financial, LLC
10 G Street, NE
Suite 710
Washington, DC 20002
202-999-8854




BLUE PROXY CARD

MICROWAVE FILTER COMPANY, INC.
2012 ANNUAL MEETING OF SHAREHOLDERS

THIS PROXY IS BEING SOLICITED ON BEHALF OF FURLONG FUND, FURLONG FINANCIAL,
AND
DANIEL RUDEWICZ

THE BOARD OF DIRECTORS OF MICROWAVE FILTER COMPANY, INC. IS NOT SOLICITING
THIS PROXY

       The undersigned appoints Daniel Rudewicz, as sole managing member of
Furlong Financial, LLC, attorney and agent with full power of substitution to
vote all shares of common stock of Microwave Filter Company, Inc. (the
"Company") which the undersigned would be entitled to vote if personally
present at the 2012 annual meeting of Shareholders of the Company scheduled
to  be held on Wednesday, March 28, 2012 at 10:00 am local time or any
adjournment or postponement thereof, at the Best Western Plus Carrier Circle,
6555 Old Collamer Road, East Syracuse, New York 13057 ("Annual Meeting").

       The undersigned hereby revokes any other proxy or proxies heretofore
given to vote or act with respect to the shares of common stock of the
Company held by the undersigned, and hereby ratifies and confirms all action
the herein named attorney and proxy, his substitutes, or any of them may
lawfully take by virtue hereof.  If properly executed, this Proxy will be
voted as directed on the reverse and in the discretion of the herein named
attorney and proxy or his substitutes with respect to any other matters as
may properly come before the Annual Meeting that are unknown to  Furlong Fund
("Furlong") a reasonable time before this solicitation.

IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE,
THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1, 2, AND 3

This Proxy will be valid until the sooner of one year from the date indicated
on the reverse side or the completion of the Annual Meeting.


CONTINUED ON REVERSE SIDE

PROXY CARD
VOTE BY MAIL, TELEPHONE, OR INTERNET.

Please complete, sign, date and return the proxy card in the envelope
provided. Alternatively, you may use your control number and execute your
proxy via telephone by calling 1-800-454-8683, or internet by accessing
www.proxyvote.com. The related proxy statement can be accessed at
www.proxy14a.com.

[x] Please mark vote as in this example

FURLONG RECOMMENDS A VOTE "FOR" ITS NOMINEES LISTED IN PROPOSAL 1
1.	FURLONG'S PROPOSAL TO ELECT DIRECTORS
Furlong's Nominees:

Daniel Rudewicz
Ryan Morris
       [   ]	FOR ALL NOMINEES
       [   ]	WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
       [   ] 	FOR ALL NOMINEES EXCEPT

       Furlong intends to use this proxy to vote (i) "FOR" Daniel Rudewicz and
Ryan Morris, and (ii) "FOR" the nominees of the Company other than Robert
Essig and John Kennedy. Furlong is not seeking authority to vote for Company
nominees Robert Essig or John Kennedy and will not exercise any such
authority.  The background and qualifications of the candidates who have been
nominated by the Company, and other information about them, can be found in
the Company's proxy statement.   There is no assurance that any of the
candidates nominated by the Company will serve as directors if Furlong's
Nominees are elected.

Note: If you do not wish for your shares to be voted "FOR" a particular
nominee, mark the "FOR ALL NOMINEES EXCEPT" box and write the name(s) of the
nominee(s) you do not support in the line below.  Your shares will be voted
for the remaining nominee(s).  You may also withhold authority to vote for
nominees of the Company by writing the name(s) of the nominee(s) below.

_________________________________________________

FURLONG RECOMMENDS A VOTE "FOR" PROPOSAL 2

2. FURLONG'S PROPOSAL THAT THE BYLAWS OF THE COMPANY BE AMENDED AS PROVIDED
IN THE PROXY STATEMENT
				For		Against		Abstain
       				[   ]		[   ]		[   ]

3.THE COMPANY PROPOSAL THAT EFP ROTENBERG, LLP BE APPOINTED AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISICAL YEAR ENDING SEPTEMBER 30, 2012
				For		Against		Abstain
				[   ]		[   ]		[   ]


 Dated ____________________________, 2012

___________________________________________
(Name)

___________________________________________
(Signature)

___________________________________________
(Signature, if held jointly)

___________________________________________
(Title)
NOTE: WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN.
EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC. SHOULD INDICATE IN WHAT CAPACITY
THEY ARE SIGNING.  PLEASE SIGN EXACTLY AS THE NAME APPEARS ON THIS PROXY.