- Amended Annual Report (10-K/A)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549

FORM 10-K/A
(Amendment No. 1)

(Mark one)

_X_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended_______September 30, 2009_____________________________
OR
__TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from____________to___________________________________

Commission file number__________________0-10976________________________________

______________________Microwave Filter Company, Inc____________________________
(Exact name of registrant as specified in its charter)

__________New York__________________________16-0928443_________________________
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer
Identification No.)

_____6743 Kinne Street, East Syracuse, NY________13057________________________
(Address of principal executive offices) (Zip code)

Registrant's telephone number including area code____(315) 438-4700_____________

Securities registered pursuant to Section 12(b) of the Act:_____None____________

Securities registered pursuant to Section 12(g) of the Act:

____________________Common stock, par value $.10 per share_________________
Title of class

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. YES ______ NO ___X___

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. YES ______ NO ___X___

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports, and (2) has been subject to such filing requirements for the past 90 days. YES __X__ NO____

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES ____ NO____ (The Registrant is not yet required to submit Interactive Data)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. __

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer ______ Accelerated filer ______ Non-accelerated filer ______ (Do not check if smaller reporting company) Smaller reporting company ____X____.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ____ NO__X__

The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the closing price of the common stock on December 1, 2009, was approximately $2,481,811.

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Shares of common stock outstanding at December 1, 2009: 2,592,933

DOCUMENTS INCORPORATED BY REFERENCE

Part III: Portions of the Definitive Proxy Statement to be filed with the

Securities and Exchange Commission in connection with the solicitation of proxies for the Company's 2010 Annual Meeting of Shareholders are incorporated by reference into Part III. (With the exception of those portions which are specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed or incorporated by reference as part of this report.)

EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-K/A to amend our annual report on Form 10-K for the fiscal year ended September 30, 2009, filed with the SEC on December 16, 2009, solely to amend management's internal control report as required by Item 308T of Regulation S-K. As such, our certifications should include the introductory language in paragraph 4 of the certification that refers to the certifying officer's responsibility for establishing and maintaining internal control over financial reporting for the company as well as the language of paragraph 4(b) of Item 601(b)(31) of Regulation S-K.

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d- 14(a) of The Securities Exchange Act of 1934

31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d- 14(a) of The Securities Exchange Act of 1934

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MICROWAVE FILTER COMPANY, INC.

Dated: March 2, 2010 BY: /s/ Carl F. Fahrenkrug

 Carl F. Fahrenkrug
 Chief Executive Officer

Exhibit

Number Description

31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-
 14(a) of the Securities Exchange Act of 1934

31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-
 14(a) of the Securities Exchange Act of 1934

Microwave Filter (PK) (USOTC:MFCO)
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