Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
GRUVERMAN IRWIN J/
 2. Issuer Name and Ticker or Trading Symbol
MFIC CORP [MFIC.OB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last)
(First)
(Middle)

30 OSSIPEE ROAD		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003
(Street)


NEWTON, MA 02464		 4. If Amendment, Date Original Filed(Month/Day/Year)
02/29/2004		 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock (1) (2) 11/18/2003   X4 100,000 A $ 0.52 1,495,805 D  
Common Stock             100,000 (3) I By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrant (Right to Buy) $ 0.52 11/25/2003   X4   100,000 (2) 09/23/1999 07/02/2004 Common Stock
100,000
$ 0 0
D
 
Stock Option (Right to Buy) $ 0.46 (4) 01/02/2003   A4 50,000     (5) 01/02/2008(6) Common Stock
50,000
$ 0 50,000 (7)
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GRUVERMAN IRWIN J/
30 OSSIPEE ROAD
NEWTON, MA 02464		   X   X   CEO  

Signatures

Irwin J. Gruverman 12/15/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This Amendment No. 1 amends the Form 5 filed by Mr. Gruverman on March 29, 2004 for the year ended December 31, 2003.
(2) The common stock was acquired through the exercise of a warrant to purchase common stock issued to Mr. Gruverman on 9/23/1999 and exercised in full on 11/23/2003. The original Form 5 reported this as the acquisition of the warrant instead of the disposition of the warrant and the related acquisition of the underlying common stock.
(3) Certain of Mr. Gruverman's previous filings had included in Column 5 of Table I, 100,000 shares of Common Stock held by his spouse and vested but unexercised options held by Mr. Gruverman. The options have been excluded and the shares held by Mr. Gruverman's spouse are now reported in Table I as indirect holdings.
(4) The conversion or exercise price of the option to purchase common stock granted on 1/2/2003 is $.046 per share, not $0.52 per share as originally reported.
(5) Option to purchase common stock granted 1/2/2003; 25% exercisable on each of the first four anniversaries of the date of grant.
(6) The expiration of the option to purchase common stock granted on 1/2/2003 is 1/2/2008, not 1/2/2013 as originally reported.
(7) Certain previous filings incorrectly included in this column all derivative securities held by the filer.

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