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




                               December 19, 1997
            ---------------------------------------------------------
                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.)





             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 EVENTS.

     On December 19, 1997, M-Wave, Inc. announced it will take a fourth quarter
pre-tax charge of $3,900,000 to $4,300,000 for restructuring and asset write
downs.  The full text of M-Wave, Inc.'s December 19, 1997 is attached hereto as
Exhibit 99.1, and is incorporated herein by reference.


ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (a)  Exhibits

          99.1  Press Release issued by M-Wave, Inc. dated December 19, 1997.



















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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:  December 19, 1997

                               M-WAVE, INC.


                               By: /s/ PAUL S. SCHMITT
                                   -----------------------------------------
                                   Name:   Paul S. Schmitt
                                   Title:  Controller; Chief Accounting 
                                           Officer

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                                 EXHIBIT INDEX




EXHIBIT
  NO.                        DESCRIPTION
- -------                 --------------------
 99.1        Press Release issued by M-Wave, Inc. dated 
             December 19, 1997

EX-99.1

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NEWS                            RE:  M-WAVE, INC.
BULLETIN                             215 Park Street
                                     Bensenville, IL 6010

FROM:
FRB                                  TRADED: NASDAQ-MWAV

- --------------------------------------------------------------------------------

FOR FURTHER INFORMATION:


AT THE COMPANY:                 AT FRB CHICAGO:
Paul Schmitt                    Tad Gage           George Zagoudis
Chief Financial Officer         General Info       General Info
(630)860-3560                   (312)640-6745             (312)640-6663



FOR IMMEDIATE RELEASE
DECEMBER 19, 1997


                   M-WAVE ANNOUNCES FOURTH QUARTER CHARGES


Bensenville, Ill., December 19, 1997--M-Wave, Inc. (Nasdaq:MWAV), a
manufacturer of microwave compatible printed circuit boards used in wireless
communications, announced it will take a fourth quarter pre tax charge of
$3,900,000 to $4,300,000 for restructuring and asset write downs.  The
restructuring charges relate to expenses associated with repositioning its
Texas based P C Dynamics division.  These charges include Goodwill write off
and certain asset write downs.

The Asset write downs also include the write down of $472,000 on a Notes
Receivable recorded in December 1996 relating to the sale of the Assembly
Division.  The Company sold its position in the Assembly Division last year and
took a Note in the amount of $1,122,000; however, due to concerns we recorded
an allowance of $250,000 and placed the note on the books for $872,000.  Since
the buyer was unable to meet the terms of the Note, it has been re-negotiated. 
The Company collected $400,000, and retains an agreement that pays the Company
a royalty on sales of products developed by the Assembly Division.

"The Company continues to be challenged by rapidly changing dynamics in its
market niche.  The Company has made significant improvements in cost, quality
and delivery of its products.  It also increased its efforts to gain new
business and has identified many opportunities; however, only a few new
customers on any significant volume have been recorded to date.  Accordingly,
we expect our sales to decline in the fourth quarter," explained Michael
Bayles, President and Chief Operating Officer.

Current cash levels are significant and much higher than the beginning of 1997. 
Also, these transactions will improve our current and future cash position.

The above business outlook contains predictions, estimates and other forward
looking statements that involve a number of risks and uncertainties.  While this
outlook represents our current judgement on the future direction of the
business, such risks and uncertainties could cause actual results to differ
materially from any future performance suggested above.  Factors that could
cause actual results to differ include the following: dependence on suppliers
and subcontractors for circuit board components; successful award of contracts
under bid; highly competitive environment; design and production delays;
cancellation or reduction of contract orders; effective utilization of existing
and new manufacturing resources; pricing pressures by key customers; and, the
other factors detailed in the Company's Securities and Exchange Commission
filings.

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."   


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