8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 23 , 2005

Giga-tronics Incorporated

(Exact name of registrant as specified in its charter)

California	94-2656341
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)
4650 Norris Canyon Road, San Ramon, CA	94583
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (925) 328-4650

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On March 23, 2005, Giga-tronics Incorporated issued a press release announcing a multi-year agreement with The Boeing Company to produce fast-tune synthesized filter systems. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

The list of exhibits called for by this Item is incorporated by reference to the exhibit index to this report.

2

SIGNATURES

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

Dated: March 23, 2005	GIGA-TRONICS INCORPORATED
	By /s/ Mark H. Cosmez II
	VP Finance, Chief Financial Officer and
	Secretary

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated March 23, 2005

4

EX-99.1

Exhibit 99.1

NEWS RELEASE

For Release on March 23, 2005
8:30 AM (ET) (925) 328-4656 Contact: Mark H. Cosmez II
Vice President, Finance/Chief Financial Officer

Giga-tronics Announces Microsource Multi-Year Agreement Award

     San Ramon, CA — Giga-tronics Incorporated (NASDAQ:GIGA) announced today that its Microsource subsidiary has entered into a multi-year agreement with The Boeing Company to produce fast-tune synthesized filter systems for the F/A-18 E/F aircraft.

     This agreement is expected to run for five years and is valued at between $7.6 million to $11.6 million depending on options exercised.

     Dan Markowitz, President of Microsource said, “This award is significant in that it further confirms the complete and ongoing commitment of Microsource to the defense segment of our market.”

     Microsource, located in Santa Rosa, California, develops and manufactures a broad line of microwave signal source sub-systems and components. Its core YIG technology is ideally suited to a wide range of applications, such as free-running and phase locked oscillators in narrow and wide band configurations, band-pass and band-reject filters, narrow and wide band frequency synthesizers and converters as well as highly integrated front-end modules for radio and instrumentation applications. The company’s products are used primarily in the telecommunication, test and measurement, and defense electronic markets.

     Giga-tronics produces instruments, subsystems and sophisticated microwave components that have broad application in both commercial and military wireless telecommunications.

     This press release contains forward-looking statements concerning profitability, backlog and shipments. Actual results may differ significantly due to risks and uncertainties, such as cancellation, deferral, disputes over performance or ability to collect receivables. For further discussion, see Giga-tronics’ annual report on Form 10-K for March 27, 2004 Part I, under the heading “Certain factors which may adversely affect future operations or an investment in Giga-tronics” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations”.

5