Mail Stop 6010
      July 15, 2005

By U.S. Mail and Facsimile to (630) 562-2431

Mr. Jeff Figlewicz
Corporate Controller
M Wave, Inc.
475 Industrial Drive
West Chicago, IL 60185

RE: 	M Wave, Inc.
      Form 8-K dated June 29, 2005
      File No.  000-19944

Dear Mr. Figlewicz:

      We have limited our review of your filing to the issue
addressed in the following comment, in addition to the issues in
our
letter dated July 13, 2005.  Please understand that the purpose of
our review process is to assist you in your compliance with the
applicable disclosure requirements and to enhance the overall
disclosure in your filings.  We look forward to working with you
in
these respects.  We welcome any questions you may have about our
comments or on any other aspect of our review.  Feel free to call
us
at the telephone numbers listed at the end of this letter.

Form 8-K dated June 29, 2005
1. We note the Item 5.02 8-K filed on July 6, 2005 disclosing the
resignation of Thomas K. Cox as director.  We have been advised
that
there may have been a disagreement with the registrant known to an
executive officer of the registrant on a matter or matters
relating
to the registrant`s operations, policies or practices.  If so,
please
file an amended Form 8-K with the disclosure required by Item
5.02(a)(1)(iii).  If not, please advise us of the circumstances
surrounding the resignation.

*  *  *

	Please respond to this comment and those in our letter dated
July 13, 2005 within 10 business days or tell us when you will
provide us with a response. You may wish to provide us with marked
copies of any amended filing to expedite our review.  Please
furnish
a cover letter with your amendment that keys your responses to our
comments and provides any requested information. Please submit
your
cover letter on EDGAR.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comment above, please
provide, in writing, a statement from the company acknowledging
that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Eric Atallah at (202) 551-3663 or Jay Webb,
Reviewing Accountant, at (202) 551-3603 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Adelaja Heyliger at (202) 551-3636 or me at (202)
551-
3617 with any other questions.


      								  Sincerely,



								  Russell Mancuso
								  Branch Chief
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Jeff Figlewicz
M Wave, Inc.
July 15, 2005
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