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 )  August 1, 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, August 1, 1996 -- Cincinnati Microwave, Inc.
  (Nasdaq:CNMW) today announced that it has secured a three-year,
  $15 million credit facility from Foothill Capital Corporation, a
  Norwest Company.  The company also reported that net sales for
  its second quarter ended June 30, 1996, were $15.5 million
  compared with $19.0 million in last year's second quarter.  The
  net loss was $3.8 million, or 24 cents per share, compared with
  a loss of $783,000, or 6 cents, last year.
  
  "Everyone at Cincinnati Microwave is focused on returning the
  company to profitability.  We are all working very hard on the
  internal and external steps necessary to accomplish this goal,"
  said Erika Williams, president and chief executive officer.  "We
  are continuing to work to reduce inventory, increase revenue,
  bring down payables and control expenses.  In addition, we are
  exploring potential strategic alliances that would strengthen
  the company's position in the market place."  
  
  Credit Facility
  
  The new credit facility with Foothill is comprised of a $5
  million term loan and a revolving credit facility of up to $15
  million with a maximum combined availability of $15 million. 
  The available borrowings under the revolving credit facility are
  based on the level of the company's accounts receivable and
  finished goods inventory.  The new facility is secured by
  substantially all of the company's assets and is subject to the
  maintenance of certain financial covenants.  The initial
  borrowing under the new facility of approximately $5 million was
  used to pay off the existing facility and to fund working
  capital requirements.
  
  Net Sales
  
  Net sales for the second quarter were down 19 percent from the
  comparable prior period primarily because of a 48 percent
  decline in sales of radar detectors.  Detector unit sales, which
  were weak in both the retail and OEM/reseller channels, declined
  42 percent, reflecting reduced demand in the market.  The 9
  percent decline in the average unit price reflected the growing
  significance of major customers, which generally receive volume
  discounts.
  
  Sales of the company's cordless telephones with SureLink
  technology rose 119 percent for the quarter with unit volume up
  213 percent.  Market acceptance of the product line remains
  strong, however, the average unit price declined 30 percent
  compared with last year due to a significantly greater
  percentage of OEM/reseller sales and reductions in selling
  prices that were made by the company during the second quarter
  to improve inventory turnover, generate cash flow and improve
  liquidity.
  
  Other sales rose 223 percent to $487,000 due to an almost
  six-fold rise in the number of cellular digital packet data
  (CDPD) modems sold.  The market for CDPD appears to be growing,
  albeit more slowly than market analysts had projected, as the
  cellular carriers continue deployment of digital capabilities in
  their networks, and new applications reach the market.  
  
  The company is on schedule to introduce a series of new
  cordless telephone, detector and modem product models during the
  remainder of the year.  In keeping with normal product
  introduction schedules in the consumer electronics industry, the
  company introduces products with new features in time for the
  holiday buying season.  
  
  Gross Margin
  
  The company's gross profit margin was 10 percent for the second
  quarter compared with 27 percent a year ago.  In addition to the
  sales price reductions previously discussed, margins were
  impacted by inventory liquidation efforts; lower production
  volume, which impacts factory utilization and efficiency; and,
  continued high material costs due to the company's inability to
  make volume purchases because of the lower production volume and
  on hand inventory.
  
  Operating Expenses
  
  Operating expenses for the second quarter declined 7 percent to
  $5.2 million although they increased to 34 percent of net sales
  from 29 percent last year.  Net interest expense for the quarter
  declined because of lower average outstanding balances on the
  company's credit facility.
  
  A 33 percent decline in research and development expense
  reflected the use of an engineering development credit from a
  customer as well as tight cost controls.  Selling expenses were
  relatively unchanged from last year even though the company
  increased its level of normal advertising and direct mail
  efforts to stimulate retail sales.  Administrative expenses rose
  28 percent for the quarter because of an increase in legal and
  professional expenses, due in part to the company's need to
  defend itself against shareholder lawsuits filed in 1995.
  
  Overall, the company is making progress toward reducing its cost
  structure.  Since December 1995, the company has reduced the
  number of full time employees by 17 percent and has reduced the
  number of temporary and contract workers to 7 from 455.  The
  staffing reductions should result in substantial annualized
  savings. 
  
  Six Month Results
  
  For the six months ended June 30, 1996, net sales were up 10
  percent to $36.0 million from $32.7 million.  The net loss was
  $6.5 million, or 41 cents per share, compared with a net loss of
  $1.4 million, or 10 cents, in the comparable period of 1995. 
  Results for 1995 include a nonoperating gain in the first
  quarter of the year of $1.4 million, or 10 cents per share,
  reflecting the release of certain tax reserves to income as a
  result of the closure of the company's 1991 federal tax return.
  
  Balance Sheet Review
  
  During the first six months of 1996, the company generated cash
  from operating activities of $5.2 million compared with the
  utilization of $9.4 million in cash during the comparable prior
  period.  The primary source of cash was the $9.9 million
  reduction in inventory and the $5.3 million decline in accounts
  receivable during the period.  Available cash was used to reduce
  accounts payable by $5.1 million between year-end and June 30,
  1996.  Shareholders' equity was $18.3 million at June 30, 1996
  compared with $24.4 million at year-end.
  
  The $9.9 million reduction in inventory since year-end included
  a $4.8 million decrease in raw materials and work in process and
  a $5.7 million decrease in finished goods inventory.  Accounts
  receivable declined from year-end and the end of the first
  quarter because of the lower sales in the second quarter and
  aggressive management of accounts receivable.
  
  The new credit facility provides the company with increased
  credit availability and financial flexibility at significantly
  lower interest rates than those incurred in the second quarter.
  
  The information set forth above may include "forward-looking"
  information, as defined in the recently enacted Private
  Securities Litigation Reform Act of 1995.  The Cautionary
  Statements filed by the Company as part of their Form 10K for
  the year ended December 31, 1995 on April 1, 1996, are
  incorporated herein by reference, and investors are specifically
  referred to such Cautionary Statements for a discussion of
  factors which could affect the Company's operations and
  "forward-looking" statements contained herein.
  
  
  Item 7.   Financial Statements and Exhibits
  
  
  
  (c) Exhibits.
  
  
  
     99(i) - Press release of Cincinnati Microwave, Inc. dated
         	   August 1,1996.
  
  
  
  
  
  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.  
  
  
  
  August 1, 1996
  
  
  
                               			       CINCINNATI MICROWAVE, INC.
  
                               			       /ss/ 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 )  August 1, 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, August 1, 1996 -- Cincinnati Microwave, Inc.
  (Nasdaq:CNMW) today announced that it has secured a three-year,
  $15 million credit facility from Foothill Capital Corporation, a
  Norwest Company.  The company also reported that net sales for
  its second quarter ended June 30, 1996, were $15.5 million
  compared with $19.0 million in last year's second quarter.  The
  net loss was $3.8 million, or 24 cents per share, compared with
  a loss of $783,000, or 6 cents, last year.
  
  "Everyone at Cincinnati Microwave is focused on returning the
  company to profitability.  We are all working very hard on the
  internal and external steps necessary to accomplish this goal,"
  said Erika Williams, president and chief executive officer.  "We
  are continuing to work to reduce inventory, increase revenue,
  bring down payables and control expenses.  In addition, we are
  exploring potential strategic alliances that would strengthen
  the company's position in the market place."  
  
  Credit Facility
  
  The new credit facility with Foothill is comprised of a $5
  million term loan and a revolving credit facility of up to $15
  million with a maximum combined availability of $15 million. 
  The available borrowings under the revolving credit facility are
  based on the level of the company's accounts receivable and
  finished goods inventory.  The new facility is secured by
  substantially all of the company's assets and is subject to the
  maintenance of certain financial covenants.  The initial
  borrowing under the new facility of approximately $5 million was
  used to pay off the existing facility and to fund working
  capital requirements.
  
  Net Sales
  
  Net sales for the second quarter were down 19 percent from the
  comparable prior period primarily because of a 48 percent
  decline in sales of radar detectors.  Detector unit sales, which
  were weak in both the retail and OEM/reseller channels, declined
  42 percent, reflecting reduced demand in the market.  The 9
  percent decline in the average unit price reflected the growing
  significance of major customers, which generally receive volume
  discounts.
  
  Sales of the company's cordless telephones with SureLink
  technology rose 119 percent for the quarter with unit volume up
  213 percent.  Market acceptance of the product line remains
  strong, however, the average unit price declined 30 percent
  compared with last year due to a significantly greater
  percentage of OEM/reseller sales and reductions in selling
  prices that were made by the company during the second quarter
  to improve inventory turnover, generate cash flow and improve
  liquidity.
  
  Other sales rose 223 percent to $487,000 due to an almost
  six-fold rise in the number of cellular digital packet data
  (CDPD) modems sold.  The market for CDPD appears to be growing,
  albeit more slowly than market analysts had projected, as the
  cellular carriers continue deployment of digital capabilities in
  their networks, and new applications reach the market.  
  
  The company is on schedule to introduce a series of new
  cordless telephone, detector and modem product models during the
  remainder of the year.  In keeping with normal product
  introduction schedules in the consumer electronics industry, the
  company introduces products with new features in time for the
  holiday buying season.  
  
  Gross Margin
  
  The company's gross profit margin was 10 percent for the second
  quarter compared with 27 percent a year ago.  In addition to the
  sales price reductions previously discussed, margins were
  impacted by inventory liquidation efforts; lower production
  volume, which impacts factory utilization and efficiency; and,
  continued high material costs due to the company's inability to
  make volume purchases because of the lower production volume and
  on hand inventory.
  
  Operating Expenses
  
  Operating expenses for the second quarter declined 7 percent to
  $5.2 million although they increased to 34 percent of net sales
  from 29 percent last year.  Net interest expense for the quarter
  declined because of lower average outstanding balances on the
  company's credit facility.
  
  A 33 percent decline in research and development expense
  reflected the use of an engineering development credit from a
  customer as well as tight cost controls.  Selling expenses were
  relatively unchanged from last year even though the company
  increased its level of normal advertising and direct mail
  efforts to stimulate retail sales.  Administrative expenses rose
  28 percent for the quarter because of an increase in legal and
  professional expenses, due in part to the company's need to
  defend itself against shareholder lawsuits filed in 1995.
  
  Overall, the company is making progress toward reducing its cost
  structure.  Since December 1995, the company has reduced the
  number of full time employees by 17 percent and has reduced the
  number of temporary and contract workers to 7 from 455.  The
  staffing reductions should result in substantial annualized
  savings. 
  
  Six Month Results
  
  For the six months ended June 30, 1996, net sales were up 10
  percent to $36.0 million from $32.7 million.  The net loss was
  $6.5 million, or 41 cents per share, compared with a net loss of
  $1.4 million, or 10 cents, in the comparable period of 1995. 
  Results for 1995 include a nonoperating gain in the first
  quarter of the year of $1.4 million, or 10 cents per share,
  reflecting the release of certain tax reserves to income as a
  result of the closure of the company's 1991 federal tax return.
  
  Balance Sheet Review
  
  During the first six months of 1996, the company generated cash
  from operating activities of $5.2 million compared with the
  utilization of $9.4 million in cash during the comparable prior
  period.  The primary source of cash was the $9.9 million
  reduction in inventory and the $5.3 million decline in accounts
  receivable during the period.  Available cash was used to reduce
  accounts payable by $5.1 million between year-end and June 30,
  1996.  Shareholders' equity was $18.3 million at June 30, 1996
  compared with $24.4 million at year-end.
  
  The $9.9 million reduction in inventory since year-end included
  a $4.8 million decrease in raw materials and work in process and
  a $5.7 million decrease in finished goods inventory.  Accounts
  receivable declined from year-end and the end of the first
  quarter because of the lower sales in the second quarter and
  aggressive management of accounts receivable.
  
  The new credit facility provides the company with increased
  credit availability and financial flexibility at significantly
  lower interest rates than those incurred in the second quarter.
  
  The information set forth above may include "forward-looking"
  information, as defined in the recently enacted Private
  Securities Litigation Reform Act of 1995.  The Cautionary
  Statements filed by the Company as part of their Form 10K for
  the year ended December 31, 1995 on April 1, 1996, are
  incorporated herein by reference, and investors are specifically
  referred to such Cautionary Statements for a discussion of
  factors which could affect the Company's operations and
  "forward-looking" statements contained herein.
  
  Item 7.   Financial Statements and Exhibits
  
  (c) Exhibits.
  
     99(i) - Press release of Cincinnati Microwave, Inc. dated
         	   August 1,1996.
  
  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.  
  
  August 1, 1996
  
                               			       CINCINNATI MICROWAVE, INC.
  
                               			       /ss/ Elaine M. Bacon
                                         Assistant Corporate Secretary