POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each George H. Bruns, Jr.

and Mark H. Cosmez II, either one acting alone, the undersigned's true

and lawful attorney-in-fact, with full power of substitution, to:

(1)execute for and on behalf of the undersigned, in the undersigned's

capacity as an officer and/or director of Giga-tronics Incorporated

(the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a)

of  the Securities Exchange Act of 1934 and the rules thereunder;

(2)take any action for and on behalf of the undersigned that may bE

necessary or convenient to complete and execute any such Form 3, 4,

or 5 and timely file such form with the U.S. Securities and Exchange

Commission and any stock exchange or similar authority; and

(3)take any other action in connection with the foregoing which, in the

opinion of such attorney-in-fact, may be of benefit to, in the best

interest of, or legally required by, the undersigned, it being understood

 that the documents  executed by such attorney-in-fact on behalf of the

undersigned pursuant to this Power of Attorney shall be in such form and

shall contain such terms and conditions as such attorney-in-fact may

approve in such attorney-in-fact's discretion.The undersigned hereby

ratifies and confirms all that such attorney-in-fact, or such

attorney-in-fact's substitute or substitutes, shall lawfully do or cause

to be done by virtue of this Power of Attorney and the rights and powers

 herein granted. The undersigned acknowledges that the foregoing

attorneys-in-fact, in serving in such capacity at the request of the

undersigned, are not assuming, nor is the Company assuming, any of the

undersigned's responsibilities to comply with Section 16 of the Securities

Exchange Act of 1934.This Power of Attorney shall remain in full force and

effect from December 4, 2002 through December 4, 2005 or until the

undersigned is no longer required to file Forms 3, 4, and 5 with respect to

the undersigned's holdings of and transactions in securities issued by the

Company, unless earlier revoked by the undersigned in a signed writing

delivered to the foregoing attorneys-in-fact.The undersigned has executed

this Power of Attorney as of December 11, 2002.



                     /s/  William E. Wilson

Signature

                           William E. Wilson

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Power of Attorney.doc