content: 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
  
  
  
  
  Date of Report (Date of earliest event reported )  December 2,
  1996
  
  
  
                   CINCINNATI MICROWAVE, INC.                
  
  (Exact name of registrant as specified in its charter)
  
  
  
  
  
  
  
  
  
  
  
             Ohio                 0-13136         31-0903863      
  
  (State or other jurisdiction			(Commission			(I.R.S. Employer
           of incorporation)		 	File Number)			Identification No.)
  
  
  
  
  
  
  
     One Microwave Plaza, Cincinnati, Ohio         45249-9502             
  
    (Address of principal executive office)       	(Zip Code)
  
  
  
  
  
  
  
  Registrant's telephone number, including area code (513) 489-5400      
  
  
  
  
  (Former name, former address and former fiscal year, if changed
  since last report)
  
  
  
  
  Item 5.   Other Events
  
  CINCINNATI, December 2, 1996-Cincinnati Microwave, Inc.
  (Nasdaq:CNMW) today announced an agreement in principle has been
  reached to settle the four consolidated securities class action
  lawsuits filed against it in October and November, 1995, by the
  payment of a combination of cash and Cincinnati Microwave shares
  with a value of $9.25 million to a settlement fund for the
  classes. The Company will contribute Cincinnati Microwave shares
  with a value of $1,000,000 as its portion of the settlement to
  the fund.  The agreement is subject to court approval and other
  contingencies.
  
  After the four lawsuits were consolidated into one case, the
  plaintiffs filed a First Amended Complaint, allegedly on behalf
  of all purchasers of the Company's common shares on the open
  market between July 12, 1995 and October 13, 1995, and who
  suffered damages, and on behalf of all persons who purchased the
  Company's common shares pursuant or traceable to an August 24,
  1995 secondary offering of 4,600,000 of the Company's shares
  between August 24, 1995 and October 13, 1995, and who suffered
  damages.  Defendants are the Company, certain of its past and
  present officers and directors, and the underwriters for the
  secondary offering.  Plaintiffs purport to assert claims against
  the Company and other defendants for violations of various
  provisions of the Securities Act of 1933, the Exchange Act of
  1934, and for violations of the common law of negligent
  misrepresentation and fraud.
  
  Cincinnati Microwave continues to deny all material allegations
  of the First Amended Complaint, but agreed to the settlement to
  avoid the expense and distraction of further legal proceedings,
  and to put to rest the claims asserted.  Final settlement is
  subject to execution of formal settlement agreements and
  releases, approval by Federal District Court and certain other
  conditions.  If the court preliminarily approves the proposed
  settlement, members of the classes will be sent written notice
  of the terms of the proposed settlement, and hearings will be
  held by the court to consider final approval of the proposed
  settlement.
  
  
  Item 7.   Financial Statements and Exhibits
  
  (c) Exhibits.
  
  	99(i) - Press release of Cincinnati Microwave, Inc. dated
  December 2, 1996.
  
  
  SIGNATURES
  
  
  Pursuant to the requirements of the Securities Exchange Act of
  1934, Cincinnati Microwave, Inc. has duly caused this report to
  be signed on its behalf by the undersigned thereunto duly
  authorized.  
  
  
  December 2, 1996
  
  
  CINCINNATI MICROWAVE, INC.
  
  By                                              
  Elaine M. Bacon
  Assistant Corporate Secretary
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text: 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
  
  Date of Report (Date of earliest event reported )  December 2,
  1996
  
                   CINCINNATI MICROWAVE, INC.                
  
  (Exact name of registrant as specified in its charter)
  
             Ohio                 0-13136         31-0903863      
  
  (State or other jurisdiction			(Commission			(I.R.S. Employer
           of incorporation)		 	File Number)			Identification No.)
  
     One Microwave Plaza, Cincinnati, Ohio         45249-9502             
  
    (Address of principal executive office)       	(Zip Code)
  
  Registrant's telephone number, including area code (513) 489-5400      
  
  (Former name, former address and former fiscal year, if changed
  since last report)
  
  Item 5.   Other Events
  
  CINCINNATI, December 2, 1996-Cincinnati Microwave, Inc.
  (Nasdaq:CNMW) today announced an agreement in principle has been
  reached to settle the four consolidated securities class action
  lawsuits filed against it in October and November, 1995, by the
  payment of a combination of cash and Cincinnati Microwave shares
  with a value of $9.25 million to a settlement fund for the
  classes. The Company will contribute Cincinnati Microwave shares
  with a value of $1,000,000 as its portion of the settlement to
  the fund.  The agreement is subject to court approval and other
  contingencies.
  
  After the four lawsuits were consolidated into one case, the
  plaintiffs filed a First Amended Complaint, allegedly on behalf
  of all purchasers of the Company's common shares on the open
  market between July 12, 1995 and October 13, 1995, and who
  suffered damages, and on behalf of all persons who purchased the
  Company's common shares pursuant or traceable to an August 24,
  1995 secondary offering of 4,600,000 of the Company's shares
  between August 24, 1995 and October 13, 1995, and who suffered
  damages.  Defendants are the Company, certain of its past and
  present officers and directors, and the underwriters for the
  secondary offering.  Plaintiffs purport to assert claims against
  the Company and other defendants for violations of various
  provisions of the Securities Act of 1933, the Exchange Act of
  1934, and for violations of the common law of negligent
  misrepresentation and fraud.
  
  Cincinnati Microwave continues to deny all material allegations
  of the First Amended Complaint, but agreed to the settlement to
  avoid the expense and distraction of further legal proceedings,
  and to put to rest the claims asserted.  Final settlement is
  subject to execution of formal settlement agreements and
  releases, approval by Federal District Court and certain other
  conditions.  If the court preliminarily approves the proposed
  settlement, members of the classes will be sent written notice
  of the terms of the proposed settlement, and hearings will be
  held by the court to consider final approval of the proposed
  settlement.
  
  Item 7.   Financial Statements and Exhibits
  
  (c) Exhibits.
  
  	99(i) - Press release of Cincinnati Microwave, Inc. dated
  December 2, 1996.
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of
  1934, Cincinnati Microwave, Inc. has duly caused this report to
  be signed on its behalf by the undersigned thereunto duly
  authorized.  
  
  December 2, 1996
  
  CINCINNATI MICROWAVE, INC.
  
  By                                              
  Elaine M. Bacon
  Assistant Corporate Secretary