Exhibit Index on Page
5

                                              Registration No.:   
      


                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C.  20549
                                                 

                                 FORM S-8

                       REGISTRATION STATEMENT UNDER

                        THE SECURITIES ACT OF 1933
                                                 


                          GENERAL MICROWAVE CORPORATION           
         
            (Exact name of issuer as specified in its charter)

       New York                                       11-1956350  
         
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification
No.)

5500 New Horizons Boulevard, Amityville, New York              
11701       
 (Address of Principal Executive Offices)                     (Zip
Code)

                            1990 Stock Option Plan                
         
                         (Full title of the plan)

                         Michael I. Stolzar, Esq.
                       Zissu Gumbinger & Stolzar LLP
                             950 Third Avenue
                          New York, New York  10022               
         
                  (Name and address of agent for service)

                              (212)  371-3900                     
         
        Telephone number, including area code, of agent for service

                      CALCULATION OF REGISTRATION FEE
                                                                  
         

Title of                         Proposed         Proposed
Securities                       Maximum          Maximum        
Amount of 
to be         Amount to be    Offering Price      Aggregate    
Registration
Registered     Registered       Per Share      Offering Price     
 Fee     
Common Stock,    50,000         $10.00 (1)     $500,000.00 (1)    
$147.50
par value $.01
per share
                                                                  
         

(1)  Pursuant to Rule 457(h), estimated for purposes of calculating
the
     registration fee only.  Such estimate is based upon the
average of the
     high and low sales prices of the Common Stock on July 1, 1998
as
     reported in the consolidated reporting system for exchange
traded
     securities.

                                Page 1 of 8

PAGE
<PAGE>
                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


     Except as otherwise indicated below, the contents of
Registration
Statement on Form S-8, file number 33-35631 and 33-81176 of General
Microwave Corporation relating to its 1990 Stock Option Plan are
incorporated by reference herein.  The items required to be
included in
the Registration Statement which are stated below are not
incorporated
by reference.


Item 5.   Interests of Named Experts and Counsel

          Legal matters in connection with this Registration
Statement
have been passed upon by Zissu Gumbinger & Stolzar LLP, General
Counsel
to the Registrant.  Michael I. Stolzar, director, Secretary and
Assistant Treasurer of the Registrant, is a partner in the firm of
Zissu 
Gumbinger & Stolzar LLP.  Frederick Zissu, Chairman Emeritus of the
Board of Directors of the Registrant, is of counsel to that firm. 
Mr.
Zissu presently owns 213,396 shares of Common Stock of the
Registrant
which represents approximately 17.6% of the outstanding Common
Stock. 
Mr. Stolzar owns 200 shares of the Registrant's Common Stock and
options
to purchase 5,000 shares of the Registrant's Common Stock granted
to him
pursuant to the Registrant's 1997 Non-Employee Director Stock
Option
Plan.


Item 8.   Exhibits

     See Index to Exhibits on page 5.


                              Page 2 of 8
PAGE
<PAGE>
                              SIGNATURES

         Pursuant to the requirements of the Securities Act of
1933, the
Registrant certifies that it has reasonable grounds to believe that
it
meets all of the requirements for filing on Form S-8, and has duly
caused this registration statement to be signed on its behalf by
the
undersigned, thereunto duly authorized, in Amityville, State of New
York, on June 23, 1998.

                                      General Microwave Corporation

                                                                  
    
                                      By:s/ Mitchell Tuckman      
 
                                         Mitchell Tuckman,
President
                                         and Chief Executive
Officer

                           POWER OF ATTORNEY

         Each person whose signature appears below hereby
constitutes
and appoints MICHAEL I. STOLZAR his or her true and lawful
attorney-in-
fact and agent, with full power of substitution and resubstitution,
for
him or her and in his or her name, place and stead, in any and all
capacities, to sign and to file with the Securities and Exchange
Commission and the securities regulatory authorities of the several
states registration statements, amendments or post-effective
amendments
or any and all other documents in connection therewith, in
connection
with the registration under the Securities Act of 1933, as amended,
or
the registration or qualification or exemption therefrom under any
applicable state securities laws or regulations, of shares of
common
stock, $.01 par value, of the Registrant issuable pursuant to the
Registrant's 1990 Stock Option Plan, granting unto said
attorney-in-fact
and agent full power and authority to do and perform each and every
act
and thing requisite and necessary to be done, as fully to all
intents
and purposes as he or she might or could do in person, hereby
ratifying
and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by
virtue
hereof.

         Pursuant to the requirements of the Securities Act of
1933,
this registration statement has been signed by the following
persons in
the capacities and on the date indicated.

Signatures                      Title                       Date


s/ Mitchell Tuckman      President and Director         June 23,
1998
(Mitchell Tuckman)       (Principal Executive
                          Officer)

s/ Arnold H. Levine      Vice President-Finance,        June 23,
1998
(Arnold H. Levine)       Treasurer, Chief Financial
                         Officer and Director
                         (Principal Financial
                         and Accounting Officer)

s/ Sherman A. Rinkel     Director                       June 23,
1998
(Sherman A. Rinkel)
                              Page 3 of 8


s/ Moe Wind              Director                       June 23,
1998
(Moe Wind)


s/ Stanley Simon         Director                       June 23,
1998
(Stanley Simon)


s/ Edmond D. Franco      Director                       June 23,
1998
(Edmond D. Franco)


s/ Michael I. Stolzar    Director                       June 23,
1998
(Michael I. Stolzar)


s/ Michael D. Magidson   Director                       June 23,
1998
(Michael D. Magidson)


s/ Rozalie Schachter     Director                       June 23,
1998
(Rozalie Schachter)


                              Page 4 of 8
PAGE
<PAGE>
                             Exhibit Index

                                                           Page
Number
                                                           in
Sequential
Exhibit No.                                                 
Numbering 


   4(i)       1990 Stock Option Plan, as amended                 
*
              Incorporated by reference to Combined
              Notice of Meeting and Proxy Statement
              for 1998 Annual Meeting of Stockholders
              filed on June 1, 1998.

   4(d)(2)    Form Incentive Stock Option Agreement for          
*
              use pursuant to 1990 Stock Option Plan -
              Incorporated by reference to Annual Report
              on Form 10-K for the fiscalyear ended
              February 28, 1994.

   5          Opinion of Zissu Gumbinger & Stolzar LLP.          
6

   23(a)      Consent of Zissu Gumbinger & Stolzar LLP.
              This consent is contained in Exhibit 5.

   23(b)      Consents of Independent Auditors.                  
7-8

   24         Power of Attorney.                                 
3






___________________________
* Incorporated by reference

                              Page 5 of 8
PAGE
<PAGE>
                               EXHIBIT 5



                                                         June 23,
1998



General Microwave Corporation
5500 New Horizons Boulevard
Amityville, New York  11701

Gentlemen:

          In connection with a Registration Statement on Form S-8
to be
filed with the Securities and Exchange Commission for the purpose
of
registering 50,000 shares of Common Stock of General Microwave
Corporation, you have asked our opinion with respect to the
proposed
issuance of up to 50,000 shares of Common Stock (par value $.01 per
share) of General Microwave Corporation to be issued pursuant to
the
General Microwave Corporation 1990 Stock Option Plan.

          In connection therewith, we have examined all of the
relevant
corporate records and other instruments relating to the
incorporation
and corporate existence of General Microwave Corporation and other
relevant books and records.  Based on our examination, it is our
opinion
that the following statements are true:

          1.  The shares of Common Stock to which the Registration
Statement relates have been duly authorized for issuance.

          2.  Upon the effectiveness of the Registration Statement
and
the purchase of shares pursuant to General Microwave Corporation's
1990
Stock Option Plan, any shares issued pursuant thereto, when issued,
will
be validly issued, fully paid and non-assessable shares of stock of
General Microwave Corporation and no personal liability will attach
to
the holders of such shares under the laws of the State of New York,
General Microwave Corporation's state of incorporation.

          We hereby consent to the inclusion of our opinion as an
exhibit to the Registration Statement described above.

                                Very truly yours,



                                s/ZISSU GUMBINGER & STOLZAR LLP   

                              Page 6 of 8
PAGE
<PAGE>
                             EXHIBIT 23(b)




                     Independent Auditors' Consent



The Stockholders and Board of Directors
General Microwave Corporation


We consent to the use of our report dated May 11, 1998,
incorporated
herein by reference, which is based partially upon the report of
other
auditors.



                                   s/ KPMG PEAT MARWICK LLP


Jericho, New York
July  , 1998

                              Page 7 of 8
PAGE
<PAGE>
                             EXHIBIT 23(b)




                     Independent Auditors' Consent






We consent to the incorporation by reference in this registration
statement of General Microwave Corporation on Form S-8 of our
report
dated May 11, 1998 (relating to the financial statements of General
Microwave (Israel) Corporation and Subsidiary not included therein)
appearing in the annual report on Form 10-K of General Microwave
Corporation for the year ended February 28, 1998.



                                   s/ IGAL BRIGHTMAN & CO.
                                   Certified Public Accountants
                                   Jerusalem

July 2, 1998


                              Page 8 of 8
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11703}]
{"company-data": {"conformed-name": "GENERAL MICROWAVE CORP", "cik": "0000040703", "assigned-sic": "3679", "irs-number": "111956350", "state-of-incorporation": "NY", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58667", "film-number": "98661589"}, "business-address": {"street1": "5500 NEW HORIZONS BLVD", "city": "AMITYVILLE", "state": "NY", "zip": "11701", "phone": "5162268900"}, "mail-address": {"street1": "5500 NEW HORIZONS BLVD", "city": "AMITYVILLE", "state": "NY", "zip": "11701"}}
Exhibit Index on Page
5

                                              Registration No.:   
      

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C.  20549
                                                 

                                 FORM S-8

                       REGISTRATION STATEMENT UNDER

                        THE SECURITIES ACT OF 1933
                                                 

                          GENERAL MICROWAVE CORPORATION           
         
            (Exact name of issuer as specified in its charter)

       New York                                       11-1956350  
         
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification
No.)

5500 New Horizons Boulevard, Amityville, New York              
11701       
 (Address of Principal Executive Offices)                     (Zip
Code)

                            1990 Stock Option Plan                
         
                         (Full title of the plan)

                         Michael I. Stolzar, Esq.
                       Zissu Gumbinger & Stolzar LLP
                             950 Third Avenue
                          New York, New York  10022               
         
                  (Name and address of agent for service)

                              (212)  371-3900                     
         
        Telephone number, including area code, of agent for service

                      CALCULATION OF REGISTRATION FEE
                                                                  
         

Title of                         Proposed         Proposed
Securities                       Maximum          Maximum        
Amount of 
to be         Amount to be    Offering Price      Aggregate    
Registration
Registered     Registered       Per Share      Offering Price     
 Fee     
Common Stock,    50,000         $10.00 (1)     $500,000.00 (1)    
$147.50
par value $.01
per share
                                                                  
         

(1)  Pursuant to Rule 457(h), estimated for purposes of calculating
the
     registration fee only.  Such estimate is based upon the
average of the
     high and low sales prices of the Common Stock on July 1, 1998
as
     reported in the consolidated reporting system for exchange
traded
     securities.

                                Page 1 of 8

PAGE
PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Except as otherwise indicated below, the contents of
Registration
Statement on Form S-8, file number 33-35631 and 33-81176 of General
Microwave Corporation relating to its 1990 Stock Option Plan are
incorporated by reference herein.  The items required to be
included in
the Registration Statement which are stated below are not
incorporated
by reference.

Item 5.   Interests of Named Experts and Counsel

          Legal matters in connection with this Registration
Statement
have been passed upon by Zissu Gumbinger & Stolzar LLP, General
Counsel
to the Registrant.  Michael I. Stolzar, director, Secretary and
Assistant Treasurer of the Registrant, is a partner in the firm of
Zissu 
Gumbinger & Stolzar LLP.  Frederick Zissu, Chairman Emeritus of the
Board of Directors of the Registrant, is of counsel to that firm. 
Mr.
Zissu presently owns 213,396 shares of Common Stock of the
Registrant
which represents approximately 17.6% of the outstanding Common
Stock. 
Mr. Stolzar owns 200 shares of the Registrant's Common Stock and
options
to purchase 5,000 shares of the Registrant's Common Stock granted
to him
pursuant to the Registrant's 1997 Non-Employee Director Stock
Option
Plan.

Item 8.   Exhibits

     See Index to Exhibits on page 5.

                              Page 2 of 8
PAGE
SIGNATURES

         Pursuant to the requirements of the Securities Act of
1933, the
Registrant certifies that it has reasonable grounds to believe that
it
meets all of the requirements for filing on Form S-8, and has duly
caused this registration statement to be signed on its behalf by
the
undersigned, thereunto duly authorized, in Amityville, State of New
York, on June 23, 1998.

                                      General Microwave Corporation

                                                                  
    
                                      By:s/ Mitchell Tuckman      
 
                                         Mitchell Tuckman,
President
                                         and Chief Executive
Officer

                           POWER OF ATTORNEY

         Each person whose signature appears below hereby
constitutes
and appoints MICHAEL I. STOLZAR his or her true and lawful
attorney-in-
fact and agent, with full power of substitution and resubstitution,
for
him or her and in his or her name, place and stead, in any and all
capacities, to sign and to file with the Securities and Exchange
Commission and the securities regulatory authorities of the several
states registration statements, amendments or post-effective
amendments
or any and all other documents in connection therewith, in
connection
with the registration under the Securities Act of 1933, as amended,
or
the registration or qualification or exemption therefrom under any
applicable state securities laws or regulations, of shares of
common
stock, $.01 par value, of the Registrant issuable pursuant to the
Registrant's 1990 Stock Option Plan, granting unto said
attorney-in-fact
and agent full power and authority to do and perform each and every
act
and thing requisite and necessary to be done, as fully to all
intents
and purposes as he or she might or could do in person, hereby
ratifying
and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by
virtue
hereof.

         Pursuant to the requirements of the Securities Act of
1933,
this registration statement has been signed by the following
persons in
the capacities and on the date indicated.

Signatures                      Title                       Date

s/ Mitchell Tuckman      President and Director         June 23,
1998
(Mitchell Tuckman)       (Principal Executive
                          Officer)

s/ Arnold H. Levine      Vice President-Finance,        June 23,
1998
(Arnold H. Levine)       Treasurer, Chief Financial
                         Officer and Director
                         (Principal Financial
                         and Accounting Officer)

s/ Sherman A. Rinkel     Director                       June 23,
1998
(Sherman A. Rinkel)
                              Page 3 of 8

s/ Moe Wind              Director                       June 23,
1998
(Moe Wind)

s/ Stanley Simon         Director                       June 23,
1998
(Stanley Simon)

s/ Edmond D. Franco      Director                       June 23,
1998
(Edmond D. Franco)

s/ Michael I. Stolzar    Director                       June 23,
1998
(Michael I. Stolzar)

s/ Michael D. Magidson   Director                       June 23,
1998
(Michael D. Magidson)

s/ Rozalie Schachter     Director                       June 23,
1998
(Rozalie Schachter)

                              Page 4 of 8
PAGE
Exhibit Index

                                                           Page
Number
                                                           in
Sequential
Exhibit No.                                                 
Numbering 

   4(i)       1990 Stock Option Plan, as amended                 
*
              Incorporated by reference to Combined
              Notice of Meeting and Proxy Statement
              for 1998 Annual Meeting of Stockholders
              filed on June 1, 1998.

   4(d)(2)    Form Incentive Stock Option Agreement for          
*
              use pursuant to 1990 Stock Option Plan -
              Incorporated by reference to Annual Report
              on Form 10-K for the fiscalyear ended
              February 28, 1994.

   5          Opinion of Zissu Gumbinger & Stolzar LLP.          
6

   23(a)      Consent of Zissu Gumbinger & Stolzar LLP.
              This consent is contained in Exhibit 5.

   23(b)      Consents of Independent Auditors.                  
7-8

   24         Power of Attorney.                                 
3

___________________________
* Incorporated by reference

                              Page 5 of 8
PAGE
EXHIBIT 5

                                                         June 23,
1998

General Microwave Corporation
5500 New Horizons Boulevard
Amityville, New York  11701

Gentlemen:

          In connection with a Registration Statement on Form S-8
to be
filed with the Securities and Exchange Commission for the purpose
of
registering 50,000 shares of Common Stock of General Microwave
Corporation, you have asked our opinion with respect to the
proposed
issuance of up to 50,000 shares of Common Stock (par value $.01 per
share) of General Microwave Corporation to be issued pursuant to
the
General Microwave Corporation 1990 Stock Option Plan.

          In connection therewith, we have examined all of the
relevant
corporate records and other instruments relating to the
incorporation
and corporate existence of General Microwave Corporation and other
relevant books and records.  Based on our examination, it is our
opinion
that the following statements are true:

          1.  The shares of Common Stock to which the Registration
Statement relates have been duly authorized for issuance.

          2.  Upon the effectiveness of the Registration Statement
and
the purchase of shares pursuant to General Microwave Corporation's
1990
Stock Option Plan, any shares issued pursuant thereto, when issued,
will
be validly issued, fully paid and non-assessable shares of stock of
General Microwave Corporation and no personal liability will attach
to
the holders of such shares under the laws of the State of New York,
General Microwave Corporation's state of incorporation.

          We hereby consent to the inclusion of our opinion as an
exhibit to the Registration Statement described above.

                                Very truly yours,

                                s/ZISSU GUMBINGER & STOLZAR LLP   

                              Page 6 of 8
PAGE
EXHIBIT 23(b)

                     Independent Auditors' Consent

The Stockholders and Board of Directors
General Microwave Corporation

We consent to the use of our report dated May 11, 1998,
incorporated
herein by reference, which is based partially upon the report of
other
auditors.

                                   s/ KPMG PEAT MARWICK LLP

Jericho, New York
July  , 1998

                              Page 7 of 8
PAGE
EXHIBIT 23(b)

                     Independent Auditors' Consent

We consent to the incorporation by reference in this registration
statement of General Microwave Corporation on Form S-8 of our
report
dated May 11, 1998 (relating to the financial statements of General
Microwave (Israel) Corporation and Subsidiary not included therein)
appearing in the annual report on Form 10-K of General Microwave
Corporation for the year ended February 28, 1998.

                                   s/ IGAL BRIGHTMAN & CO.
                                   Certified Public Accountants
                                   Jerusalem

July 2, 1998

                              Page 8 of 8