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





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