FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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. Date of Earliest Transaction (Month/Day/Year) 12/22/2005 (Street) NEWTON, MA 02464 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/22/2005   M   18,750 A $ 0.7562 1,611,555 D   Common Stock 12/22/2005   M   51,624 A $ 0.561 1,663,179 D   Common Stock 12/22/2005   J(1)   0 A $ 0 100,000 I By spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 0.7562

12/22/2005

M

18,750

(2)

01/03/2006

Common Stock

18,750

$ 0

0

D

Stock Option (Right to Buy)

$ 0.561

12/22/2005

M

51,624

(3)

01/02/2007

Common Stock

51,624

$ 0

74,626

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		12/22/2005
**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)	No reportable transactions have occurred in connection with the indirect holdings. The transaction code, acquisition code and price are included only because information is required to be entered in those columns.
(2)	Option to purchase 75,000 shares of common stock granted 1/2/2001; 25% exercisable on each of the first four anniversaries of the date of grant.
(3)	Option to purchase 150,000 shares of common stock granted 1/2/2002; 25% exercisable on each of the first four anniversaries of the date of grant.
Remarks: The exercise price of the options to purchase common stock described in Table II was paid by fully utilizing the credit in favor of Mr. Gruverman as described in the Form 4/A filed on December 22, 2005.

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