8-K

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                     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



                                 May 1, 1998
              ------------------------------------------------
              Date of Report (Date of earliest event reported)


                                M-Wave, Inc.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)

                                      
          Delaware                        0-19944                36-3809819
- -----------------------------          ------------         -------------------
(State or other jurisdiction)          (Commission)            (IRS Employer
      of Incorporation)                File Number)         identification No.)



       216 Evergreen Street, Bensenville,Illinois                60106
       ------------------------------------------             ----------
        (Address of principal executive offices)              (Zip Code)




                               (630) 860-9542
                       -------------------------------
                       (Registrant's telephone number)




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Item 5.  Other Event.

     On May 1, 1998, the Registrant announced Michael Bayles will be stepping
down as President and Chief Operating Officer; but will remain on as a
Consultant to the Management Team.  Joseph Turek, Chairman and Chief Executive
Officer, will assume his day to day responsibilities.

Item 7.    Financial Statements and Exhibits

     (c) Exhibit 1. Registrants press release dated May 1, 1998 concerning
first quarter 1998 results and management changes.



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                                  SIGNATURE

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

                                       M~WAVE, INC.



                                       /s/ Paul H. Schmitt
                                       -----------------------
                                       Paul H. Schmitt
Dated: May 1, 1998                     Chief Financial Officer







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EX-1

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                                  EXHIBIT 1

FOR IMMEDIATE RELEASE
MAY 1, 1998


                   M~WAVE ANNOUNCES FIRST QUARTER RESULTS
                           AND MANAGEMENT CHANGES

BENSENVILLE, ILL., MAY 1, 1998--M~Wave, Inc. (Nasdaq:MWAV), a manufacturer of
microwave printed circuit boards used in wireless communications, announced a
net loss of $175,000 or $0.06 per share, for the first quarter ended March 31,
1998, compared with a net loss of $396,000 or $0.13 a year ago.

     Net sales were $2.7 million for the quarter, compared to $4.3 million a
year ago.  The Company noted the decrease in sales primarily reflects a
reduction in requirements from its larger customers.

     Cash levels increased from $1,053,000 at March 31, 1997 to $2,949,000 at
March 31, 1998.  The Company also expects a tax refund of approximately
$1,000,000 during the second quarter of 1998.

     "During the quarter, we concentrated on maintaining and improving our
quality and process controls," explained Joseph Turek, Chairman and Chief
Executive Officer.  "we have also  visited many of our customers in an effort
to improve our order rates."

     Michael Bayles, who joined the Company in February 1997, announced today
that he will be stepping down as President and Chief Operating Officer; but
will remain on as a Consultant to the Management Team. Joseph Turek, Chairman
and Chief Executive Officer will assume his day to day responsibilities.

     Headquartered in the Chicago suburb of Bensenville, Ill., M~Wave is a
manufacturer of microwave printed circuit boards worldwide through its wholly
owned subsidiaries, Poly Circuits and P C Dynamics.  M~Wave's products are used
in a variety of industrial and military applications.  The Company trades on
the Nasdaq National market under the symbol "MWAV."