SecProbe.io

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Mail Stop 0306

February 28, 2005

Via Facsimile and U.S. Mail

Richard L. Jones
Chief Financial Officer
Microwave Filter Company, Inc.
6743 Kinne Street
East Syracuse, NY  13057

	Re:	Microwave Filter Company, Inc.
		Form 10-K for the fiscal year ended September 30, 2004
			Filed December 23, 2004
		Form 10-Q for the fiscal quarter ended December 31, 2004
		File No. 000-10976

Dear Mr. Jones:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspects
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K as of September 30, 2004

Item 9A.  Controls and Procedures - Page 21

1. We note your statement that "disclosure controls and
procedures,
no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met..."  We also note your
disclosure that management concluded your disclosure controls and
procedures are effective "subject to the limitations noted above."
Please revise to state clearly, if true, that your disclosure
controls and procedures are designed to provide reasonable
assurance
of achieving their objectives and that your principal executive
officer and principal financial officer concluded that your
disclosure controls and procedures are effective at that
reasonable
assurance level.  Such statement should not include any qualifying
or
limiting language.  In the alternative, remove the reference to
the
level of assurance of your disclosure controls and procedures.
Please refer to Section II.F.4 of Management`s Reports on Internal
Control Over Financial Reporting and Certification of Disclosure
in
Exchange Act Periodic Reports, SEC Release No. 33-8238, available
on
our website at <http://www.sec.gov/rules/final/33-8238.htm>.

2. We note management`s conclusion that as of September 30, 2004,
the
disclosure controls and procedures are effective "to allow timely
decisions regarding disclosures to be included in the Company`s
periodic filings with the Securities and Exchange Commission."
This
conclusion contains an inappropriate qualification as to the
effectiveness of your disclosure controls and procedures.  Please
revise to limit your conclusion to state simply whether the
disclosure controls and procedures were effective.  However, if
you
elect to retain qualifying language in your disclosure, revise so
that the language is fully consistent with the definition of
disclosure controls and procedures contained in Rule 13a-15(e).

3. We note your disclosure that "there was no significant change
in
the Company`s internal control over financial reporting during the
Company`s fourth fiscal quarter ended September 30, 2004".  Please
revise your disclosure to remove the word significant and to
discuss
all changes in your internal control over financial reporting that
have materially affected, or that are reasonably likely to
materially
affect, your internal control over financial reporting, as
required
by Item 308(c) of Regulation S-K, as amended effective August 13,
2003.  Please note that this comment also applies to your
quarterly
report on Form 10-Q as of December 31, 2004.

Form 10-Q as of December 31, 2004

Item 4.  Controls and Procedures

4. We note your disclosure that "the Company maintains controls
and
procedures designed to ensure that information required to be
disclosed in the reports that the Company files or submits under
the
Securities Exchange Act of 1934, as amended, is recorded,
processed,
summarized and reported within the time period specified in the
rules
and forms of the Securities and Exchange Commission."  This
language
appears to be superfluous, since the meaning of "disclosure
controls
and procedures" is established by Rule 13a-15(e) of the Exchange
Act.
However, if you do not wish to eliminate this language, please
revise
to clarify, if true, that your officers have also concluded that
your
disclosure controls and procedures are effective to ensure that
information required to be disclosed in the reports that you file
or
submit under the Exchange Act is accumulated and communicated to
your
management, including your chief executive officer and chief
financial officer, to allow timely decisions regarding required
disclosure.  Refer to Rule 13a-15(e) of the Exchange Act.

5. We note your statement that your chief executive officer and
your
chief financial officer "concluded, based upon their best
judgment,
that the Company`s disclosure controls and procedures were
adequate."
It does not appear that your certifying officers have reached a
conclusion that your disclosure controls and procedures are
effective.  Please revise to address your officers` conclusions
regarding the effectiveness of your disclosure controls and
procedures.

* * * * * * * *

      As appropriate, please amend your September 30, 2004 Form
10-K
and your December 31, 2004 Form 10-Q to respond to these comments
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 the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on
EDGAR.  Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
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 comments, 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 filings;
* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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 Kevin Vaughn, Staff Accountant, at (202)
824-
5387 or me at (202) 942-2861 if you have questions regarding these
comments.  In this regard, do not hesitate to contact Daniel
Gordon,
the Branch Chief, at (202) 942-2813.

							Sincerely,

							Kate Tillan
							Reviewing Accountant

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Mr. Richard L. Jones
Microwave Filter Company, Inc.
February 28, 2005
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