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Mail Stop 03-06

May 16, 2005

By U.S. Mail and Facsimile to (630) 562-2431

Mr. Jeff Figlewicz
Corporate Controller
M Wave, Inc.
475 Industrial Drive
West Chicago, IL 60185

      RE: 	M Wave, Inc
      	Form 10-KSB for the year ended December 31, 2004
      	File No.  000-19944

Dear Mr. Figlewicz,

      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
filings
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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the year ended December 31, 2004

Item 6 - Management`s Discussion and Analysis of Financial
Condition
and Results of Operations - Page 13

Comparison of 2004 vs. 2003

Gross Profit and Cost of Goods Sold

1. We see that your gross profit (loss) increased from (12%) to
18%
of sales in 2004.  We note your disclosure that "RF typically has
lower margins when compared to digital product" would lead
investors
to believe your margins in 2004 would decrease from their 2003
levels, given that the percentage of your RF sales significantly
increased in 2004.  In future filings please provide more specific
disclosure about the actual factors responsible for the
significant
change in gross margin (as a percentage of sales) in 2004 and
remove
any confusing disclosures about the impact of sales mix on your
gross
margins.

Operating Expenses

2. We note your significant impairment losses on real estate and
building equipment in 2003.  If you incur similar charges in
future
periods, please include the following disclosures in accordance
with
SFAS 144 in your filings:

* description of the facts and circumstances leading to the
impairment,
* the method and principal assumptions for determining the fair
value
at each year end,
* the expected manner and timing of that disposal, if applicable,
and
* the carrying amount of such assets at year end.

Financial Statements

Note 2 - Significant Accounting Policies - Page 25

Revenue Recognition

3. In future filings revise your revenue recognition policy
disclosure to specifically address your accounting policy for all
material revenue generating activities.  For example, please
address
how you recognize revenue for customized products and products
bought
and sold on a consignment basis as well as for sales where you
have
any post-shipment obligations.  Also discuss how you account for
any
price protection provisions and rights of return provided to
customers.

Stock based compensation

4. In future filings please disclose your method and the
significant
assumptions you made in determining your pro-forma stock based
compensation expense.

5. As related matter we note your references to the Black-Scholes
Option Pricing Model for several other equity issuances but you do
not provide investors with your assumptions for such issuances.
In
future filings please disclose your assumptions for all
significant
equity instrument issuances.

Note 12.  Preferred Stock - Page 36

6. We see your preferred stock has liquidation preferences and is
presented in permanent equity.  When preparing future filings,
please
make sure such presentation complies with the guidance at
Statement
150, ASR 268 and the interpretive guidance in EITF D-98, as
applicable.

Item 8A - Controls and Procedures - Page 39

7. We note your disclosure that management has concluded that your
disclosure controls and procedures are effective "in timely
alerting
them to material information relating to the Company required to
be
included in our periodic filings with the Securities and Exchange
Commission."  The language that is currently included after the
word
"effective" in your disclosure 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 future filings so that the
language that appears after the word "effective" is substantially
similar in all material respects to the language that appears in
the
entire two-sentence definition of "disclosure controls and
procedures" set forth in Rule 13a-15(e).

Exhibit 31 - Page 47

8. We note that the certifications filed as Exhibits 31 were not
in
the proper form. The required certifications must be in the exact
form prescribed; the wording of the required certifications may
not
be changed in any respect, except for the modifications
temporarily
permitted to be made to the fourth paragraph of the certification
required to be filed as Exhibit 31 pursuant to Part III.E of
Release
No. 8238. Accordingly, please amend your Form 10-KSB for the year
ended December 31, 2004 with the certifications of each of your
current CEO and CFO in the form currently set forth in Item 601of
Regulation S-B.

*	*	*	*

	As appropriate, please amend your December 31, 2004 Form 10-
KSB
and 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.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your 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 Eric Atallah, Staff Accountant at (202) 551-
3663
or me at (202) 551-3603 regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact, Angela Crane, Branch Chief at (202) 551- 3554.

      								  Sincerely,

								  Jay Webb
								  Reviewing Accountant
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Mr. Jeff Figlewicz
M Wave, Inc
May 16, 2005
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