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

                                January 29, 2004
                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

                                  M-WAVE, INC.
                                  -------------

             (Exact name of registrant as specified in its charter)



          Delaware                     33-45499                 36-3809819
- -----------------------------       -------------         ---------------------
(State or other jurisdiction         (Commission              (IRS Employer
       of incorporation)             File Number)          Identification No.)


               475 Industrial Drive, West Chicago, Illinois 60185
               (Address of principal executive offices) (Zip Code)

                                 (630) 562-5550
                         (Registrant's telephone number)






ITEM 5.  OTHER EVENTS.

We are filing this Report solely for the purpose of filing the press release,
dated January 29, 2004, included as an exhibit to this Report and incorporated
herein by reference, relating to progress made in our restructuring, including a
new secured loan, the renewal of our engagement of a turnaround adviser, and our
renegotiation of delinquent trade debt.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         Exhibit No.      Description

         99.3             Press Release issued by M-Wave, Inc., dated
                          January 29, 2004


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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.

Date: January 29, 2004

                                  M-WAVE, INC.





                                  By: /s/ PAUL H. SCHMITT
                                  -----------------------
                                  Name:   Paul H. Schmitt
                                  Title:  Chief Financial Officer





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                                  EXHIBIT INDEX



EXHIBIT
  NO.                                  DESCRIPTION
- --------                              -------------
  99.3           Press Release issued by M-Wave, Inc. dated January 29, 2004





                                       4

EX-99.3

                                                                    EXHIBIT 99.3

AT THE COMPANY:
Paul Schmitt Chief Financial Officer
(630) 562-4720
AT CREDIT SUPPORT INTERNATIONAL:
Jim Mayer, Managing Member
(630) 440-1515


FOR IMMEDIATE RELEASE
THURSDAY, JANUARY 29, 2004

                                M-WAVE ANNOUNCES
                           UPDATE IN ITS RESTRUCTURING

WEST CHICAGO, ILL., January 29, 2004--M-Wave, Inc. (NASDAQ: MWAV), a value-added
service provider of high performance circuit boards used in a variety of digital
and high frequency applications sourced domestically and internationally,
announced the following development in its restructuring.

BANK ONE, NA EXTENDS DEMAND NOTE DUE 1-31-04
M-Wave, Inc. presently owes Bank One, NA ("Bank") $2,482,095, which by agreement
was originally due and payable December 31, 2003, but had been extended to
January 31, 2004. The collateral securing the obligation includes the Company's
property, plant and equipment located in West Chicago, Illinois and the property
and former plant located in Bensenville, Illinois. The Company presently pays
interest on this obligation at the prevailing Prime Rate of interest plus
one-half percent.

The Company and the Bank have entered into a further extension of the loan until
February 10, 2004. Jim Mayer, of Credit Support International (CSI), Chief
Restructuring Advisor to the Company's Board of Directors, expressed
satisfaction concerning this extension as another positive step in the
restructuring of the Company.

ABOUT M-WAVE
Established in 1988 and headquartered in the Chicago suburb of West Chicago,
Illinois, M-Wave is a value-added service provider of high performance circuit
boards. The Company's products are used in a variety of telecommunications and
industrial electronics applications. M-Wave services customers like Federal
Signal on digital products and Celestica - Nortel and Remec with its patented
bonding technology, Flexlink II(TM),and its supply chain management services
including Virtual Manufacturing (VM) and the Virtual Agent Procurement Program
(VAP) whereby customers are represented in Asia either on an exclusive or
occasional basis in sourcing and fulfilling high volume and technology circuit
board production in Asia through the Company's Singapore office. The Company
trades on the NASDAQ National market under the symbol "MWAV." Visit the Company
on its web site at www.mwav.com.

ABOUT CSI
Established in 1991 by a European-American joint venture between Groupe Warrant
of Belgium and DiversiCorp, Inc. of Dallas, Texas, CSI provided cross-border
collateral control that linked lenders to their assets located both inside the
U.S. and Western Europe. In 1998 CSI was split off from the two partner
companies and evolved into a specialized consulting firm devoted to transitional
and troubled middle market companies. Jim Mayer, its Managing Member, has 18
years of experience including 12 years as CEO of DiversiCorp, Inc. and has
managed or directed more than 50 engagements with troubled companies and
provided a variety of services directly to clients including: due diligence,
workout, collateral control, corporate restructuring, bankruptcy support,
cross-border secured finance and interim management. Mayer has served on several
boards of directors including the Turnaround Management Association.

THIS NEWS RELEASE CONTAINS PREDICTIONS AND OTHER FORWARD-LOOKING STATEMENTS THAT
INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. WHILE THIS OUTLOOK REPRESENTS OUR
CURRENT JUDGMENT ON THE FUTURE DIRECTION OF THE BUSINESS, SUCH RISKS AND
UNCERTAINTIES COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FUTURE
PERFORMANCE SUGGESTED ABOVE. SUCH RISKS AND UNCERTAINTIES INCLUDE THOSE FACTORS
DETAILED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K AND OTHER REPORTS FILED BY
THE COMPANY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.