Item 2.02 Results of Operations and Financial Condition.

On January 29, 2009, Giga-tronics Incorporated announced its third quarter fiscal year 2009 results. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The list of exhibits called for by this Item is incorporated by reference to the exhibit index to this report.

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