8-K

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 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): February 27, 2004


                            Valpey-Fisher Corporation

               (Exact Name of Registrant as Specified in Charter)


       Maryland                      1-4184                    06-0737363
- ----------------------------     ---------------          ----------------------
(State or other jurisdiction     Commission File              (IRS Employer
    of incorporation)               Number                Identification Number)


75 South Street, Hopkinton, MA                                  01748
- ------------------------------                                  -----

(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code: (508) 435-6831
                                                    --------------












Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

  (c)     Exhibits

          Exhibit No.          Description
          ----------           ------------

           99.1                Press Release dated February 27, 2004


Item 12.   Results of Operations and Financial Condition.


         On February 27, 2004, Valpey-Fisher Corporation ("the Company") issued
a press release announcing the Company's financial results for the fourth
quarter and year ended December 31, 2003. A copy of the Company's press release
regarding such announcement is attached hereto as Exhibit 99.1 and is hereby
incorporated by reference.

            Such information, including the Exhibit attached hereto, shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, or otherwise subject to the liabilities of that section. It may only be
incorporated by reference in another filing under the Exchange Act or the
Securities Act of 1933 if such filing expressly references this Current Report
on Form 8-K.








                                    Signature
                                  -------------


         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.


                                              Valpey-Fisher Corporation


    Date:  February 27, 2004                     By: ______________________

                                                  Michael J. Kroll
                                                  Vice President, Treasurer and
                                                  Chief Financial Officer

EX-99

                                                          Exhibit 99.1

Valpey-Fisher Corporation Reports Fourth Quarter and Year End Results

    HOPKINTON, Mass.--(BUSINESS WIRE)--Feb. 27, 2004--Valpey-Fisher
Corporation (AMEX:VPF), reported today its financial results for the
fourth quarter and year ended December 31, 2003. Valpey-Fisher
Corporation specializes in providing frequency control devices,
including quartz crystals and oscillators.
    Net sales for the quarter ended December 31, 2003 were $2,415,000,
a 51% increase over the $1,602,000 of net sales reported during the
quarter ended December 31, 2002. The gross profit during the current
year quarter was $334,000 compared to a negative gross profit of
$414,000 in 2002. For the quarter ended December 31, 2003 the
operating loss was $515,000 versus an operating loss of $1,266,000 in
2002.
    Commenting on the year results, Mike Ferrantino, President and
CEO, said, "For the year ended December 31, 2003, our sales increased
to $8,496,000 representing a 16% improvement over 2002, resulting in
an operating loss of $2,460,000 versus an operating loss of $4,201,000
in 2002. The gross margin during the current year was $882,600
compared to a negative gross margin of $1,346,000 in 2002. Our net
loss in 2003 was $1,400,000 ($.33 per diluted share) compared to a net
loss of $2,889,000 ($.69 per diluted share) in 2002. New orders in
2003 were $8.9 million, representing an increase of $1.6 million over
last year. Our backlog at December 31, 2003 was $1.8 million compared
to the prior year of $1.1 million. While our cash decreased by $1.5
million during the year, we used $1.277 million to eliminate our term
debt and $799,000 was used to purchase certain assets of MF
Electronics."
    Mr. Ferrantino further stated, "Some of the improvements come as a
result of improved yields, factory efficiency and an increase in
market share. The last component of our improvements came as a result
of our acquisition of MF Electronics in May of 2003. All of which we
have reported to you in our shareholder letter of 2002 and in our
quarterly 2003 financial reports.
    As we enter 2004 with optimism, we believe that our industry faces
challenges. Industry capacity still remains above demand, some market
segments remain weak and price reduction continues for the entire
electronic industry. We at Valpey-Fisher start the year far more
confident than we did as we entered 2003. Several factors allow us to
feel this way, such as; our backlog is 65% higher than last year, our
inventories and that of our customers are significantly lower than the
prior year, and we have maintained all our top customers while adding
several new ones, which we believe allowed us to increase our market
share in 2003. In the fourth quarter we have seen the dollar value of
our orders and design wins increase, which in fact, gives us
confidence that we will pick up print position while allowing us to
increase market share in the upcoming year.
    Our management team has now worked together for an entire year;
and while we believe most of the blocking and tackling is behind us,
we do in fact still see areas to improve. For example, we are
continuing our cost reduction program, particularly in the area of
materials management, work that was started last year will continue to
bear results in 2004. We understand our goals and are working together
to achieve the growth we plan for 2004, which will for the most part
come from continuing revenue growth, rather than cost savings."
    Ted Valpey, Jr. Chairman said, "Finally and certainly not the
least, our balance sheet remains strong and allows us the ability to
seek out and take advantage of good companies, product lines and
strategic opportunities that we believe will increase shareholder
value for the future.
    Speaking for all of our employees, as well as our board of
directors, thank you for your patience. We are committed to rewarding
your support."


Michael J. Ferrantino                         Ted Valpey, Jr.
President and Chief Executive Officer         Chairman of the Board

February 27, 2004


    Forward-Looking Statements

    Certain statements made herein contain forward-looking statements
that involve risks and uncertainties that could cause actual results
to differ materially from those in the forward-looking statements.
Words such as "expects", "believes", "estimates", "plans" or similar
expressions are intended to identify such forward-looking statements.
The forward-looking statements are based on the Company's current
views and assumptions and involve risks and uncertainties that
include, but not limited to: the Company's ability to achieve
profitability, the current production over-capacity within the
suppliers of frequency control devices, the ability to develop, market
and manufacture new innovative products competitively, the
fluctuations in product demand of the telecommunications industry, the
ability of the Company and its suppliers to produce and deliver
materials and products competitively, and the ability to limit the
amount of the negative effect on operating results caused by pricing
pressure.


Valpey-Fisher Corporation
Condensed Consolidated Statements of Operations
(in thousands, except per share data)

                                    Unaudited            Audited
                                  Quarter Ended         Year Ended
                                12/31/03  12/31/02  12/31/03  12/31/02

Net sales                         $2,415   $1,602    $8,496   $7,294
Cost of sales                      2,081    2,016     7,613    8,640
   Gross profit (loss)               334     (414)      883   (1,346)

Selling and advertising expenses     373      327     1,406    1,456
General and administrative
 expenses                            476      525     1,936    1,399
                                     849      852     3,342    2,855
   Operating (loss)                 (515)  (1,266)   (2,459)  (4,201)

Other income, net (A)                  8       41        36      213
(Loss) from continuing
 operations before income taxes     (507)  (1,225)   (2,423)  (3,988)
Income tax benefit (B)               389      148     1,023    1,198
(Loss) from continuing operations   (118)  (1,077)   (1,400)  (2,790)
(Loss) from discontinued operations    0      (54)        0      (99)
Net (loss)                         $(118) $(1,131)  $(1,400) $(2,889)


Basic and diluted (loss) per share:
  Continuing operations (A)(B)    $(0.03)  $(0.26)   $(0.33)  $(0.67)
  Discontinued operations           0.00    (0.01)     0.00    (0.02)
                                  $(0.03)  $(0.27)   $(0.33)  $(0.69)


Basic weighted average shares      4,185    4,228     4,188    4,166
Diluted weighted average shares    4,185    4,228     4,188    4,166


(A) For the year ended 12/31/02, the net loss from continuing
    operations includes a gain on the sale of an investment amounting
    to $124,000 or $.03 per basic and diluted share.

(B) The quarter ended 12/31/03 loss from continuing operations
    includes a tax benefit of $300,000 ($.07 basic and diluted per
    share) as a result of a reduction in the deferred tax asset
    valuation allowance during the quarter.

    The quarter ended 12/31/02 loss from continuing operations
    includes tax expense of $396,000 ($.09 basic and diluted per
    share) as a result of a provision for a deferred tax asset
    valuation allowance net of a tax accrual reversal.

Valpey-Fisher Corporation
Condensed Consolidated Balance Sheets
(in thousands)
                                                   (Audited) (Audited)
                                                    12/31/03 12/31/02
ASSETS
   Current assets:
      Cash and cash equivalents                       $4,209   $5,758
      Receivables, net                                 2,467    2,175
      Inventories, net                                 1,571    2,028
      Deferred income taxes and other current assets     675    1,110
        Total current assets                           8,922   11,071
   Property, plant and equipment, at cost             10,752   10,165
    Less accumulated depreciation                      7,064    6,231
                                                       3,688    3,934
   Other assets                                          134      146
                                                     $12,744  $15,151

LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities                                $1,440   $2,365
   Deferred income taxes                                 646      704
   Stockholders' equity                               10,658   12,082
                                                     $12,744  $15,151


    CONTACT: Valpey-Fisher Corporation
             Michael J. Kroll, 508-435-6831 x 600