BLONDER TONGUE LABORATORIES INC (Form: 10-Q, Received: 08/15/2005 17:41:26)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005,

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO .

Commission file number 1-14120

BLONDER TONGUE LABORATORIES, INC.
(Exact name of registrant as specified in its charter)

Delaware 52-1611421
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)

One Jake Brown Road, Old Bridge, New Jersey 08857
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (732) 679-4000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes No X

Number of shares of common stock, par value $.001, outstanding as of August 12,
2005: 8,015,406.

The Exhibit Index appears on page 22.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
(unaudited)
June 30, December 31,
2005 2004

Assets (Note 5)
Current assets:
Cash.......................................... $25 $70
Accounts receivable, net of allowance for
doubtfulaccounts of $520 and $607
respectively.............................. 6,013 3,693
Inventories (Note 4).......................... 9,169 10,309
Income tax receivable......................... 330 320
Prepaid and other current assets.............. 587 654
Deferred income taxes ........................ 960 960
---------- ----------
Total current assets...................... 17,084 16,006
Inventories, non-current (net) (Note 4)............ 8,135 8,968
Property, plant and equipment, net of accumulated
depreciation and amortization ................. 6,058 6,214
Patents, net ...................................... 2,051 2,240
Rights-of-Entry, net (Note 6)...................... 850 977
Other assets, net.................................. 1,129 925
Investment in Blonder Tongue Telephone LLC (Note 6) 1,239 1,430
Deferred income taxes ............................. 1,396 1,396
---------- ----------
$37,942 $38,156
=========== ==========
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt (Note 5).. $6,186 $2,683
Accounts payable............................ 2,023 1,497
Accrued compensation........................ 837 639
Accrued benefit liability................... 314 314
Other accrued expenses (Note 8)............. 513 270
---------- ---------
Total current liabilities............... 9,873 5,403
---------- ---------
Long-term debt (Note 5).......................... 2,677 5,830
Commitments and contingencies.................... - -
Stockholders' equity:
Preferred stock, $.001 par value; authorized
5,000 shares; no shares outstanding..... - -
Common stock, $.001 par value; authorized 25,000
shares, 8,445 shares Issue.............. 8 8
Paid-in capital............................. 24,202 24,202
Retained earnings........................... 7,534 9,065
Accumulated other comprehensive loss........ (897) (897)
Treasury stock, at cost, 449 shares......... (5,455) (5,455)
---------- ---------
Total stockholders' equity............. 25,392 26,923
---------- ---------
$37,942 $38,156
============ =========

See accompanying notes to consolidated financial statements.

BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)

Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
2005 2004 2005 2004
----------- ----------- ------------- --------
Net sales................ $ 9,408 $10,917 $18,677 $19,446
Cost of goods sold....... 6,549 7,837 13,291 13,425
-------- -------- -------- -------
Gross profit (Note 7). 2,859 3,080 5,386 6,021
-------- --------- ------- -------
Operating expenses:
Selling............... 1,124 1,093 2,190 2,138
General and
administrative 1,681 1,349 3,334 2,956
Research and development. 395 391 806 802
-------- --------- -------- ------
3,200 2,833 6,330 5,896
-------- --------- -------- ------
Earnings (loss)from
operations (341) 247 (944) 125
-------- --------- -------- ------
Other Expense:
Interest expense
(net)............... (203) (223) (396) (498)
Interest Income (Note 7). -- 212 -- 212
Equity in loss of Blonder
Tongue Telephone, LLC...(97) -- (191) --
------ --------- -------- ------
(300) (11) (587) (286)
------ --------- -------- ------
Earnings (loss) before
income taxes......... (641) 236 (1,531) (161)
Provision (benefit)
for income taxes .... -- -- -- --
------ --------- -------- ------
Net (loss) earnings ......... (641) $ 236 (1,531) $ (161)
====== ========= ======== ======
Basic earnings(loss) per
share $ (0.08) $ 0.03 (0.19) $(0.02)
======= ========= ======== ======
Basic weighted average
shares outstanding... 8,015 8,002 8,015 7,999
------- --------- -------- ------
Diluted earnings (loss)
per share.. $ (0.08) $ 0.03 (0.19) $(0.02)
======= ========== ======== ======

Diluted weighted average
shares outstanding. 8,015 8,026 8,015 7,999
======= =========== ======== ======

See accompanying notes to consolidated financial statements.

BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)

Six Months Ended June 30,
--------------------------
2005 2004
---------- ---------
Cash Flows From Operating Activities:
Net loss......................................... $(1,531) $ (161)
Adjustments to reconcile net (loss) to cash
provided by (used in) operating activities:
Depreciation................................... 504 508
Amortization .................................. 319 418
Provision for inventory reserves................ 879 300
Equity in loss of Blonder Tongue Telephone, LLC 191 --
Changes in operating assets and liabilities:
Accounts receivable............................ (2,320) (686)
Inventories.................................... 1,094 407
Prepaid and other current assets............... 67 (220)
Other assets................................... (204) 6
Income taxes................................... (10) 361
Accounts payable, accrued compensation
and other accrued expenses. 967 (595)
------------ ------
Net cash provided by (used in) operating
activities............. (44) 338
------------ ------
Cash Flows From Investing Activities:
Capital expenditures.................................. (348) (127)
Acquisition of rights-of-entry........................ (3) --
Collection of note receivable......................... -- 826
------------ ------
Net cash provided by (used in) investing
activities..................... (351) 699
------------ -------
Cash Flows From Financing Activities:
Borrowings of long-term debt........................... 7,170 6,660
Repayments of long-term debt...........................(6,820) (7,674)
Proceeds from exercise of stock options................ -- 20
------------ -------
Net cash provided by (used in) financing activities.... 350 (994)
------------ -------
Net increase (decrease) in cash....................... (45) 43
------------ -------
Cash, beginning of period............................... 70 195
------------ -------
Cash, end of period..................................... $ 25 $ 238
=========== ========
Supplemental Cash Flow Information:
Cash paid for interest.................................$ 339 $ 471
Cash paid for income taxes.............................$ -- $ --

See accompanying notes to consolidated financial statements.

BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
(unaudited)

Note 1 - Company and Basis of Presentation

Blonder Tongue Laboratories, Inc. (the "Company") is a designer,
manufacturer and supplier of electronics and systems equipment for the cable
television industry, primarily throughout the United States. The consolidated
financial statements include the accounts of Blonder Tongue Laboratories, Inc.
and subsidiaries (including BDR Broadband, LLC). Significant intercompany
accounts and transactions have been eliminated in consolidation.

The Company's investment in Blonder Tongue Telephone, LLC ("BTT") and
NetLinc Communications, LLC ("NetLinc") are accounted for on the equity method
since the Company does not have control over these entities. Information
relating to the Company's rights and obligations with regard to BTT and NetLinc
are summarized in Note 1(a) to the Company's Form 10-K for the year ended
December 31, 2004.

The results for the second quarter and six months of 2005 are not
necessarily indicative of the results to be expected for the full fiscal year
and have not been audited. In the opinion of management, the accompanying
unaudited consolidated financial statements contain all adjustments, consisting
primarily of normal recurring accruals, necessary for a fair statement of the
results of operations for the period presented and the consolidated balance
sheet at June 30, 2005. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the SEC rules
and regulations. These financial statements should be read in conjunction with
the financial statements and notes thereto that were included in the Company's
latest annual report on Form 10-K for the year ended December 31, 2004.

Note 2 - New Accounting Pronouncements

In December, 2004, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 123R, "Share-Based Payment." This statement is a revision to SFAS No.
123, "Accounting for Stock-Based Compensation" and supersedes APB Opinion No.
25, "Accounting for Stock Issued to Employees." This statement establishes
standards for the accounting for transactions in which an entity exchanges its
equity instruments for goods or services, primarily focusing on the accounting
for transactions in which an entity obtains employee services in share-based
payment transactions. Companies will be required to measure the cost of employee
services received in exchange for an award of equity instruments based on the
grant-date fair value of the award (with limited exceptions). The cost will be
recognized over the period during which an employee is required to provide
service in exchange for the award, which requisite service period will usually
be the vesting period. The grant-date fair value of employee share options and
similar instruments will be estimated using option-pricing models. If an equity
award is modified after the grant date, incremental compensation cost will be
recognized in an amount equal to the excess of the fair value of the modified
award over the fair value of the original award immediately before the
modification. SFAS No. 123R will be effective for fiscal years beginning after
June 15, 2005 and allows for several alternative transition methods.
Accordingly, the Company will adopt SFAS No. 123R in its first quarter of fiscal
2006. The Company is currently evaluating the provisions of SFAS No. 123R and
has not yet determined the impact that this Statement will have on its results
of operations or financial position.

In November, 2004, the FASB issued SFAS No. 151, "Inventory Costs", an
amendment of Accounting Research Bulletin No. 43 Chapter 4. SFAS No. 151
clarifies the accounting for abnormal amounts of idle facility expense, freight,
handling costs and wasted material. SFAS No. 151 is effective for inventory
costs incurred during fiscal years beginning after June 15, 2005. The Company
does not believe adoption of SFAS No. 151 will have a material effect on its
consolidated financial position, results of operations or cash flows.

In December, 2004, the FASB issued FASB Staff Position No. 109-1 ("FSP FAS
No. 109-1"), "Application of FASB Statement No. 109, 'Accounting for Income
Taxes,' to the Tax Deduction on Qualified Production Activities Provided by the
American Jobs Creation Act of 2004." The American Jobs Creation Act of 2004
introduces a special tax deduction of up to 9% when fully phased in, of the
lesser of "qualified production activities income" or taxable income. FSP FAS
109-1 clarifies that this tax deduction should be accounted for as a special tax

BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
(unaudited)

deduction in accordance with SFAS No. 109. Although FSP FAS No. 109-1 was
effective upon issuance, the Company is still evaluating the impact FSP FAS No.
109-1 will have on its consolidated financial statements.

In December, 2003, the FASB issued a revision to SFAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits." This statement
does not change the measurement or recognition aspects for pensions and other
post-retirement benefit plans; however, it does revise employers' disclosures to
include more information about the plan assets, obligations to pay benefits and
funding obligations. SFAS No. 132, as revised, is generally effective for
financial statements with a fiscal year ending after December 15, 2003. The
Company has adopted the required provisions of SFAS No. 132, as revised. The
adoption of the required provisions of SFAS No. 132, as revised, did not have a
material effect on the Company's consolidated financial statements.

In May, 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 clarifies the definition of a liability as currently defined in FASB
Concepts Statement No. 6 "Elements of Financial Statements," as well as other
planned revisions. This statement requires a financial instrument that embodies
an obligation of an issuer to be classified as a liability. In addition, the
statement establishes standards for the initial and subsequent measurement of
these financial instruments and disclosure requirements. SFAS No. 150 is
effective for financial instruments entered into or modified after May 31, 2003
and for all other matters, is effective at the beginning of the first interim
period beginning after June 15, 2003. The adoption of SFAS No. 150 did not have
a material effect on the Company's financial position or results of operations.

In January, 2003, the FASB issued Interpretation ("FIN") No. 46,
"Consolidation of Variable Interest Entities" and in December 2003, a revised
interpretation was issued (FIN No. 46, as revised). In general, a variable
interest entity ("VIE") is a corporation partnership, trust, or any other legal
structure used for business purposes that either does not have equity investors
with voting rights or has equity investors that do not provide sufficient
financial resources for the entity to support its activities. FIN No. 46, as
revised requires a VIE to be consolidated by a company if that company is
designated as the primary beneficiary. The interpretation applies to VIEs
created after January 31, 2003, and for all financial statements issued after
December 15, 2003 for VIEs in which an enterprise held a variable interest that
it acquired before February 1, 2003. The adoption of FIN No. 46, as revised, did
not have a material effect on the Company's financial position or results of
operations.

In March, 2005, the Financial Accounting Standards Board ("FASB") issued
FASB interpretation ("FIN") No. 47, "Accounting for Conditional Asset Retirement
Obligations - An Interpretation of FASB Statement No. 143" ("FIN 47"), which
will result in (a) more consistent recognition of liabilities relating to asset
retirement obligations, (b) more information about expected future cash outflows
associated with those obligations, and (c) more information about investment in
long-lived assets because additional asset retirement costs will be recognized
as part of the carrying amounts of the assets. FIN 47 clarifies that the term
conditional asset retirement obligation as used in SFAS No. 143, "Accounting for
Asset Retirement Obligations," refers to a legal obligation to perform an asset
retirement activity in which the timing and/or method of settlement are
conditional on a future event that may or may not be within the control of the
entity. The obligation to perform the asset retirement activity is unconditional
even though uncertainty exists about the timing and/or method of settlement.
Uncertainty about the timing and/or method of settlement of a conditional asset
retirement obligation should be factored into the measurement of the liability
when sufficient information exists. FIN 47 also clarifies when an entity would
have sufficient information to reasonably estimate the fair value of an asset
retirement obligation. FIN 47 is effective no later than the end of fiscal years
ending after December 15, 2005. The Company plans to adopt FIN 47 at the end of
its 2005 fiscal year and does not believe that the adoption will have a material
impact on its results of operations or financial position.

Note 3 - Stock Options

The Company applies APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations in accounting for its stock option plans.
Statement of Financial Accounting Standards No. 123 ("FAS 123"), Accounting for
Stock-Based Compensation, requires the Company to provide pro forma information
regarding net income (loss) and net income (loss) per common share as if
compensation cost for stock options granted under the plans, if applicable, had
been determined in accordance with the fair value based method prescribed in FAS
123. The Company does not plan to adopt the fair value based method prescribed
by FAS 123.

BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
(unaudited)

The Company estimates the fair value of each stock option grant by using
the Black-Scholes option-pricing model with the following weighted average
assumptions used for grants made during the three months ended March 31, 2005:
expected lives of 9.5 years, no dividend yield, volatility at 73%, risk free
interest rate of 3.2% for 2005. No options were granted during the six months
ended June 30, 2004 and the three months ended June 30, 2005.

Under accounting provisions of FAS 123, the Company's net loss to common
shareholders and net loss per common share would have been adjusted to the pro
forma amounts indicated below (in thousands, except per share data):

Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
2005 2004 2005 2004
------------ ----------- ---------- -----------
Net earnings (loss) as
reported .............. $ (641) $236 $(1,531) $ (161)
Adjustment for fair value
of stock options.... 160 47 319 94
---------- --------- ----------- ---------
Pro forma......... $ (801) $189 $(1,850) $ (255)
=========== ========= =========== =========
Net (earnings) loss per
share basic anddiluted:
As reported............ $(0.08) $0.03 $ (0.19) $(0.02)
=========== ========= =========== ==========
Pro forma............ $(0.10) $0.02 $ (0.23) $(0.03)
=========== ========= =========== ==========

Note 4 - Inventories

Inventories net of reserves are summarized as follows:

June 30, Dec. 31,
2005 2004
--------------- -------------
Raw Materials................................ $10,499 $11,308
Work in process.............................. 1,816 1,698
Finished Goods............................... 10,212 10,615
--------------- -------------
22,527 23,621
Less current inventory....................... (9,169) (10,309)
--------------- -------------
13,358 13,312
Less Reserve primarily for excess inventory.. (5,223) (4,344)
--------------- -------------
$8,135 $8,968
=============== =============

Inventories are stated at the lower of cost, determined by the first-in,
first-out ("FIFO") method, or market.

The Company periodically analyzes anticipated product sales based on
historical results, current backlog and marketing plans. Based on these
analyses, the Company anticipates that certain products will not be sold during
the next twelve months. Inventories that are not anticipated to be sold in the
next twelve months, have been classified as non-current.

Over 60% of the non-current inventories are comprised of raw materials. The
Company has established a program to use interchangeable parts in its various
product offerings and to modify certain of its finished goods to better match
customer demands. In addition, the Company has instituted additional marketing
programs to dispose of the slower moving inventories.

The Company continually analyzes its slow-moving, excess and obsolete
inventories. Based on historical and projected sales volumes and anticipated
selling prices, the Company establishes reserves. If the Company does not meet
its sales expectations, these reserves are increased. Products that are
determined to be obsolete are written down to net realizable value. The Company

BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
(unaudited)

believes reserves are adequate and inventories are reflected at net realizable
value.

Note 5 - Debt

On March 20, 2002 the Company entered into a credit agreement with Commerce
Bank, N.A. for a $19,500 credit facility, comprised of (i) a $7,000 revolving
line of credit under which funds may be borrowed at LIBOR, plus a margin ranging
from 1.75% to 2.50%, in each case depending on the calculation of certain
financial covenants, with a floor of 5% through March 19, 2003, (ii) a $9,000
term loan which bore interest at a rate of 6.75% through September 30, 2002, and
thereafter at a fixed rate ranging from 6.50% to 7.25% to reset quarterly
depending on the calculation of certain financial covenants and (iii) a $3,500
mortgage loan bearing interest at 7.5%. Borrowings under the revolving line of
credit are limited to certain percentages of eligible accounts receivable and
inventory, as defined in the credit agreement. The credit facility is
collateralized by a security interest in all of the Company's assets. The
agreement also contains restrictions that require the Company to maintain
certain financial ratios as well as restrictions on the payment of cash
dividends. The initial maturity date of the line of credit with Commerce Bank
was March 20, 2004. The term loan required equal monthly principal payments of
$187 and matures on April 1, 2006. The mortgage loan requires equal monthly
principal payments of $19 and matures on April 1, 2017. The mortgage loan is
callable after five years at the lender's option.

In November, 2003, the Company's credit agreement with Commerce Bank was
amended to modify the interest rate and amortization schedule for certain of the
loans thereunder, as well as to modify one of the financial covenants. Beginning
November 1, 2003, the revolving line of credit bore interest at the prime rate
plus 1.5%, with a floor of 5.5%, and the term loan began to accrue interest at a
fixed rate of 7.5%. Beginning December 1, 2003, the term loan requires equal
monthly principal payments of $193 plus interest with a final payment on April
1, 2006 of all remaining unpaid principal and interest.

At March 31, 2003, June 30, 2003, September 30, 2003 and December 31, 2003,
the Company was unable to meet one of its financial covenants required under its
credit agreement with Commerce Bank, which non-compliance was waived by the Bank
effective as of each such date.

In March, 2004, the Company's credit agreement with Commerce Bank was
amended to (i) extend the maturity date of the line of credit until April 1,
2005, (ii) reduce the maximum amount that may be borrowed under the line of
credit to $6,000, (iii) suspend the applicability of the cash flow coverage
ratio covenant until March 31, 2005, (iv) impose a new financial covenant
requiring the Company to achieve certain levels of consolidated pre-tax income
on a quarterly basis commencing with the fiscal quarter ended March 31, 2004,
and (v) require that the Company make a prepayment against its outstanding term
loan to the Bank equal to 100% of the amount of any prepayment received by the
Company on its outstanding note receivable from a customer, up to a maximum
amount of $500.

At December 31, 2004, the Company was unable to meet one of its financial
covenants required under its credit agreement with Commerce Bank, which
non-compliance was waived by the Bank effective as of such date.

In March, 2005, the Company's credit agreement with Commerce Bank was
amended to (i) extend the maturity date of the line of credit until April 1,
2006, (ii) provide for a interest rate on the revolving line of credit of the
prime rate plus 2.0%, with a floor of 5.5% (8.0% at June 30, 2005), (iii) waive
the applicability of consolidated pre-tax income for the quarter ended December
31, 2004, (iv) suspend the applicability of the cash flow coverage ratio
covenant until March 31, 2006, and (v) impose a financial covenant requiring the
Company to achieve certain levels of consolidated pre-tax income on a quarterly
basis commencing with the fiscal quarter ended March 31, 2005.

At March 31, 2005 and June 30, 2005, the Company was unable to meet its
quarterly consolidated pre-tax income covenant required under its credit
agreement with Commerce Bank, which non-compliance was waived by the Bank
effective as of such dates. The Company has continued to treat amounts due under
the credit agreement beyond one year as non-current as it believed at the time
of each such analysis that it was probable that the Company would meet the
future quarterly consolidated pre-tax income covenant for the remainder of the
agreement comprising of the remaining 2005 fiscal quarters. The Company's belief
that it was probable that it would be in compliance with such covenant was based
upon its projected consolidated pre-tax income for such quarters, which
projection includes an analysis of, among other things, order input, outstanding
sales quotations and backlog.

BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
(unaudited)

Note 6 - Cable Systems and Telephone Products (Subscribers and passings in whole
numbers)

During June, 2002, the Company formed a venture with Priority Systems, LLC
and Paradigm Capital Investments, LLC for the purpose of acquiring the
rights-of-entry for certain multiple dwelling unit ("MDU") cable television
systems (the "Systems") owned by affiliates of Verizon Communications, Inc. The
venture entity, BDR Broadband, LLC ("BDR Broadband"), 90% of the outstanding
capital stock of which is owned by the Company, acquired the Systems, which are
comprised of approximately 2,920 existing MDU cable television subscribers and
approximately 6,969 passings. BDR Broadband paid approximately $1,880 for the
Systems, subject to adjustment, which constitutes a purchase price of $.575 per
subscriber. The final closing date for the transaction was on October 1, 2002.
The Systems were cash flow positive beginning in the first year. To date, the
Systems have been upgraded with approximately $1,348 of interdiction and other
products of the Company and, during 2004, two of the Systems located outside the
region where the remaining Systems are located, were sold. It is planned that
the Systems will be upgraded with approximately $400 of additional interdiction
and other products of the Company over the course of operation. During July,
2003, the Company purchased the 10% interest in BDR Broadband that had been
originally owned by Paradigm Capital Investments, LLC, for an aggregate purchase
price of $35, resulting in an increase in the Company's stake in BDR Broadband
from 80% to 90%.

The purchase price was allocated $1,524 to rights-of-entry and $391 to
fixed assets. The rights-of-entry are being amortized over a five-year period.

In consideration for its majority interest in BDR Broadband, the Company
advanced to BDR Broadband $250, which was paid to the sellers as a down payment
against the final purchase price for the Systems. The Company also agreed to
guaranty payment of the aggregate purchase price for the Systems by BDR
Broadband. The approximately $1,630 balance of the purchase price was paid by
the Company on behalf of BDR Broadband on November 30, 2002 pursuant to the
terms and in satisfaction of certain promissory notes executed by BDR Broadband
in favor of the sellers.

In March, 2003, the Company entered into a series of agreements, pursuant
to which the Company acquired a 20% minority interest in NetLinc Communications,
LLC ("NetLinc") and a 35% minority interest in Blonder Tongue Telephone, LLC
("BTT") (to which the Company has licensed its name). The aggregate purchase
price consisted of (i) up to $3,500 payable over a minimum of two years, plus
(ii) 500 shares of the Company's common stock. NetLinc owns patents, proprietary
technology and know-how for certain telephony products that allow Competitive
Local Exchange Carriers ("CLECs") to competitively provide voice service to
MDUs. Certain distributorship agreements were also concurrently entered into
among NetLinc, BTT and the Company pursuant to which the Company ultimately
acquired the right to distribute NetLinc's telephony products to private and
franchise cable operators as well as to all buyers for use in MDU applications.
BTT partners with CLECs to offer primary voice service to MDUs, receiving a
portion of the line charges due from the CLECs' telephone customers, and the
Company offers for sale a line of telephony equipment to complement the voice
service.

As a result of NetLinc's inability to retain a contract manufacturer to
manufacture and supply the products in a timely and consistent manner in
accordance with the requisite specifications, in September, 2003 the parties
agreed to restructure the terms of their business arrangement entered into in
March, 2003. The restructured business arrangement was accomplished by amending
certain of the agreements previously entered into and entering into certain new
agreements. Some of the principal terms of the restructured arrangement include
increasing the Company's economic ownership in NetLinc from 20% to 50% and in
BTT from 35% to 50%, all at no additional cost to the Company. The cash portion
of the purchase price in the venture was decreased from $3,500 to $1,167 and the
then outstanding balance of $342 was paid in installments of $50 per week until
it was paid in full in October, 2003. BTT has an obligation to redeem the $1,167
cash component of the purchase price to the Company via preferential
distributions of cash flow under BTT's limited liability company operating
agreement. In addition, of the 500 shares of common stock issued to BTT as the
non-cash component of the purchase price (fair valued at $1,030), one-half (250
shares) have been pledged to the Company as collateral. Under the restructured
arrangement, the Company can purchase similar telephony products directly from
third party suppliers other than NetLinc and, in connection therewith, the
Company would pay certain future royalties to NetLinc and BTT from the sale of

BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
(unaudited)

these products by the Company. While the distributorship agreements among
NetLinc, BTT and the Company have not been terminated, the Company does not
anticipate purchasing products from NetLinc in the near term. NetLinc, however,
continues to own intellectual property, which may be further developed and used
in the future to manufacture and sell telephony products under the
distributorship agreements. The Company accounts for its investments in NetLinc
and BTT using the equity method.

Note 7 - Notes Receivable

During September, 2002, the Company sold inventory at a cost of
approximately $1,447 to a private cable operator for approximately $1,929 in
exchange for which the Company received notes receivable in the principal amount
of approximately $1,929. The notes were payable by the customer in 48 monthly
principal and interest (at 11.5%) installments of approximately $51 commencing
January 1, 2003. The customer's payment obligations under the notes were
collateralized by purchase money liens on the inventory sold and blanket second
liens on all other assets of the customer. The Company recorded the notes
receivable at the inventory cost and did not recognize any revenue or gross
profit on the transaction until a substantial amount of the cost had been
recovered, and collectibility was assured. The balances of the notes were
collected during the last three quarters of 2004 and approximately $482 of gross
margin and $356 of interest income was recognized.

Note 8 - Related Party Transactions

On January 1, 1995, the Company entered into a consulting and
non-competition agreement with a director, who is also the largest stockholder.
Under the agreement, the director provides consulting services on various
operational and financial issues and as of June 30, 2005, was paid at an annual
rate of $152 but in no event is such annual rate permitted to exceed $200. The
director also agreed to keep all Company information confidential and will not
compete directly or indirectly with the Company for the term of the agreement
and for a period of two years thereafter. The initial term of this agreement
expired on December 31, 2004 and automatically renews thereafter for successive
one-year terms (subject to termination at the end of the initial term or any
renewal term on at least 90 days' notice). This agreement automatically renewed
for a one-year extension until December 31, 2005.

As of June 30, 2005, the Chief Executive Officer was indebted to the
Company in the amount of $190, for which no interest has been charged. This
indebtedness arose from a series of cash advances, the latest of which was
advanced in February 2002 and is included in other assets at June 30, 2005 and
December 31, 2004.

The President of the Company lent the Company 100% of the purchase price of
certain used-equipment inventory purchased by the Company in October through
November of 2003. The inventory was purchased at a substantial discount to
market price. While the aggregate cost to purchase all of the inventory was
approximately $950, the maximum amount of indebtedness outstanding to the
President at any one time during 2004 was $675. The Company repaid this loan in
full in July, 2004. The President made the loan to the Company on a non-recourse
basis, secured solely by a security interest in the inventory purchased by the
Company and the proceeds resulting from the sale of the inventory. In
consideration for the extension of credit on a non-recourse basis, the President
received from the Company interest on the outstanding balance at the margin
interest rate he incurred for borrowing the funds from his lenders plus 25% of
the gross profit derived from the Company's resale of such inventory. During
2004, interest on the loan paid to the President was $12. In addition, the
President was paid $33, representing an advance payment against his share of
gross profit derived from the resale of such equipment, the final amount of
which will be determined as of December 31, 2005. In April, 2004, the President
of the Company acquired $75 of used equipment inventory, which was subsequently
sold by him to the Company on a consignment basis. Payment by the Company for
the goods becomes due upon the sale thereof by the Company and collection of the
accounts receivable generated by such sales. In connection with the transaction,
the Company agreed to pay the President cost plus 25% of the gross profit
derived from the sale of such inventory. At June 30, 2005, the aggregate
remaining outstanding balance due to the President from the sale of the
consigned goods was approximately $4 and was included in other accrued expenses.

In March, 2003, the Company entered into a series of agreements, pursuant
to which the Company acquired a 20% minority interest in NetLinc Communications,
LLC ("NetLinc") and a 35% minority interest in Blonder Tongue Telephone, LLC
("BTT"). During September, 2003, the parties restructured the terms of their
business arrangement, which included increasing Blonder Tongue's economic
ownership in NetLinc from 20% to 50% and in BTT from 35% to 50%, all at no

BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
(unaudited)

additional cost to Blonder Tongue. The cash portion of the purchase price in the
venture was decreased from $3,500 to $1,167, and was paid in full by the Company
to BTT in October, 2003. As the non-cash component of the purchase price, the
Company issued 500 shares of its common stock to BTT, resulting in BTT becoming
the owner of greater than 5% of the outstanding common stock of the Company. The
Company will receive preferential distributions equal to the $1,167 cash
component of the purchase price from the cash flows of BTT. One-half of such
common stock (250 shares) has been pledged to the Company as collateral to
secure BTT's obligation. Under the restructured arrangement, the Company pays
certain future royalties to NetLinc and BTT upon the sale of telephony products.
Through this telephony venture, BTT offers primary voice service to MDUs and the
Company offers for sale a line of telephony equipment to complement the voice
service.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Forward-Looking Statements

In addition to historical information, this Quarterly Report contains
forward-looking statements relating to such matters as anticipated financial
performance, business prospects, technological developments, new products,
research and development activities and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. In order to comply with the terms of the safe harbor, the Company
notes that a variety of factors could cause the Company's actual results and
experience to differ materially from the anticipated results or other
expectations expressed in the Company's forward-looking statements. The risks
and uncertainties that may affect the operation, performance, development and
results of the Company's business include, but are not limited to, those matters
discussed herein in the section entitled Item 2 - Management's Discussion and
Analysis of Financial Condition and Results of Operations. The words "believe",
"expect", "anticipate", "project" and similar expressions identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's analysis only as of
the date hereof. The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof. Readers should carefully review the risk factors described in
other documents the Company files from time to time with the Securities and
Exchange Commission, including without limitation, the Company's Annual Report
on Form 10-K for the year ended December 31, 2004 (See Item 1 - Business; Item
3 - Legal Proceedings; Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations; and Risk Factors).

General

The Company was incorporated in November, 1988, under the laws of Delaware
as GPS Acquisition Corp. for the purpose of acquiring the business of
Blonder-Tongue Laboratories, Inc., a New Jersey corporation which was founded in
1950 by Ben H. Tongue and Isaac S. Blonder to design, manufacture and supply a
line of electronics and systems equipment principally for the Private Cable
industry. Following the acquisition, the Company changed its name to Blonder
Tongue Laboratories, Inc. The Company completed the initial public offering of
its shares of common stock in December, 1995.

The Company is principally a designer, manufacturer and supplier of a
comprehensive line of electronics and systems equipment, primarily for the cable
television industry (both franchise and private cable). Over the past few years,
the Company has also introduced equipment and innovative solutions for the
high-speed transmission of data and the provision of telephony services in
multiple dwelling unit applications. The Company's products are used to acquire,
distribute and protect the broad range of communications signals carried on
fiber optic, twisted pair, coaxial cable and wireless distribution systems.
These products are sold to customers providing an array of communications
services, including television, high-speed data (Internet) and telephony, to
single family dwellings, multiple dwelling units, the lodging industry and
institutions such as hospitals, prisons, schools and marinas. The Company's
principal customers are cable system integrators (both franchise and private
cable operators, as well as contractors) that design, package, install and in
most instances operate, upgrade and maintain the systems they build.

The Company's success is due in part to management's efforts to leverage
the Company's reputation by broadening its product line to offer one-stop shop
convenience to private cable and franchise cable system integrators and to
deliver products having a high performance-to-cost ratio. The Company continues
to expand its core product lines (headend and distribution), to maintain its
ability to provide all of the electronic equipment needed to build small cable
systems and much of the equipment needed in larger systems for the most
efficient operation and highest profitability in high density applications.

In March, 1998, the Company acquired all of the assets and technology
rights, including the SMI Interdiction product line, of the interdiction
business of Scientific-Atlanta, Inc. The Company is utilizing the SMI
Interdiction product line acquired from Scientific-Atlanta, which has been
engineered primarily to serve the franchise cable market, as a supplement to the
Company's VideoMask(TM)Interdiction products, which are primarily focused on the
private cable market.

Over the past several years, the Company has expanded beyond its core
business by acquiring a private cable television system (BDR Broadband, LLC )
and by acquiring an interest in a company offering a private telephone program
ideally suited to multiple dwelling unit applications (Blonder Tongue Telephone,
LLC). These acquisitions are described in more detail below.

During June, 2002, the Company formed a venture with Priority Systems, LLC
and Paradigm Capital Investments, LLC for the purpose of acquiring the
rights-of-entry for certain multiple dwelling unit cable television systems (the
"Systems") owned by affiliates of Verizon Communications, Inc. The venture
entity, BDR Broadband, 90% of the outstanding capital stock of which is owned by
the Company, acquired the Systems, which are comprised of approximately 2,920
existing MDU cable television subscribers and approximately 6,969 passings. BDR
Broadband paid approximately $1,880,000 for the Systems, subject to adjustment,
which constitutes a purchase price of $575 per subscriber. The final closing
date for the transaction was on October 1, 2002. The Systems were cash flow
positive beginning in the first year. To date, the Systems have been upgraded
with approximately $1,348,000 of interdiction and other products of the Company
and, during 2004, two of the Systems located outside the region where the
remaining Systems are located, were sold. It is planned that the Systems will be
upgraded with approximately $400,000 of additional interdiction and other
products of the Company over the course of operation. During July, 2003, the
Company purchased the 10% interest in BDR Broadband that had been originally
owned by Paradigm Capital Investments, LLC, for an aggregate purchase price of
$35,000, resulting in an increase in the Company's stake in BDR Broadband from
80% to 90%.

In consideration for its majority interest in BDR Broadband, the Company
advanced to BDR Broadband $250,000, which was paid to the sellers as a down
payment against the final purchase price for the Systems. The Company also
agreed to guaranty payment of the aggregate purchase price for the Systems by
BDR Broadband. The approximately $1,630,000 balance of the purchase price was
paid by the Company on behalf of BDR Broadband on November 30, 2002, pursuant to
the terms and in satisfaction of certain promissory notes (the "Seller Notes")
executed by BDR Broadband in favor of the sellers.

The Company believes that the model it devised for acquiring and operating
the Systems has been successful and can be replicated for other transactions.
The Company also believes that opportunities currently exist to acquire
additional rights-of-entry for multiple dwelling unit cable television,
high-speed data and/or telephony systems. The Company is seeking opportunities,
although there is no assurance that the Company will be successful in
consummating any transactions. In addition, the Company may need financing to
acquire the additional rights-of-entry, and financing may not be available on
acceptable terms or at all.

In March, 2003, the Company entered into a series of agreements, pursuant
to which the Company acquired a 20% minority interest in NetLinc Communications,
LLC ("NetLinc") and a 35% minority interest in Blonder Tongue Telephone, LLC
("BTT") (to which the Company has licensed its name). The aggregate purchase
price consisted of (i) up to $3,500,000 payable over a minimum of two years,
plus (ii) 500,000 shares of the Company's common stock. NetLinc owns patents,
proprietary technology and know-how for certain telephony products that allow
Competitive Local Exchange Carriers ("CLECs") to competitively provide voice
service to MDUs. Certain distributorship agreements were also concurrently
entered into among NetLinc, BTT and the Company pursuant to which the Company
ultimately acquired the right to distribute NetLinc's telephony products to
private and franchise cable operators as well as to all buyers for use in MDU
applications. BTT partners with CLECs to offer primary voice service to MDUs,
receiving a portion of the line charges due from the CLECs' telephone customers,
and the Company offers for sale a line of telephony equipment to complement the
voice service.

shares of common stock issued to BTT as the non-cash component of the purchase
price (fair valued at $1,030,000), one-half (250,000 shares) have been pledged
to the Company as collateral to secure BTT's obligation to repay the $1,167,667
cash component of the purchase price to the Company via preferential
distributions of cash flow under BTT's limited liability company operating
agreement. Under the restructured arrangement, the Company can purchase similar
telephony products directly from third party suppliers other than NetLinc and,
in connection therewith, the Company would pay certain future royalties to
NetLinc and BTT from the sale of these products by the Company. While the
distributorship agreements among NetLinc, BTT and the Company have not been
terminated, the Company does not anticipate purchasing products from NetLinc in
the near term. NetLinc, however, continues to own intellectual property, which
may be further developed and used in the future to manufacture and sell
telephony products under the distributorship agreements.

In addition to receiving incremental revenues associated with its direct
sales of the telephony products, the Company also anticipates receiving
additional revenues from telephony services provided by or through contracts for
such services obtained by BDR Broadband, BTT (through the Company's 50% stake
therein) as well as through joint ventures with third parties. While the events
related to the restructuring resulted in a delay in the Company's anticipated
revenue stream from the sale of telephony products, the Company believes that
these revised terms are beneficial and will result in the Company enjoying
higher gross margins on telephony equipment unit sales as well as an
incrementally higher proportion of telephony service revenues. It has been the
Company's experience during the past year that the time frame from introduction
of a telephony service opportunity to consummation of the associated
right-of-entry agreement, is longer than the time frame relating to obtaining
rights-of-entry for the provision of video and high-speed data services. This
protracted time frame has had an adverse impact on the growth of telephony
system revenues. Material incremental revenues associated with the sale of
telephony products are not presently anticipated to be received until at least
fiscal year 2006.

Results of Operations

Second three months of 2005 Compared with second three months of 2004.

Net Sales. Net sales decreased $1,509,000, or 13.8%, to $9,408,000 in the
second three months of 2005 from $10,917,000 in the second three months of 2004.
The decrease in sales is primarily attributed to lower head end sales. Net sales
included approximately $4,835,000 and $5,522,000 of headend equipment for the
second three months of 2005 and 2004, respectively. Included in net sales are
revenues from BDR Broadband of $452,000 and $393,000 for the second three months
of 2005 and 2004, respectively.

Cost of Goods Sold. Cost of goods sold decreased to $6,549,000 for the
second three months of 2005 from $7,837,000 for the second three months of 2004
and decreased as a percentage of sales to 69.6% from 71.8%. The decrease as a
percentage of sales was caused primarily by a higher portion of sales in the
period being comprised of higher margin products.

Selling Expenses. Selling expenses increased to $1,124,000 for the second
three months of 2005 from $1,093,000 in the second three months of 2004 and
increased as a percentage of sales to 12.0% for the second three months of 2005
from 10.0% for the second three months of 2004. The $31,000 increase was
primarily due to an increase in salaries and fringe benefits of $84,000 due to
an increase in headcount, offset by a decrease of $59,000 in royalty expenses.

General and Administrative Expenses. General and administrative expenses
increased to $1,681,000 for the second three months of 2005 from $1,349,000 for
the second three months of 2004 and increased as a percentage of sales to 17.9%
for the second three months of 2005 from 12.4% for the second three months of
2004. The $332,000 increase was primarily attributed to an increase in
professional fees of $214,000 relating to BTT.

Research and Development Expenses. Research and development expenses
increased to $395,000 in the second three months of 2005 from $391,000 in the
second three months of 2004, primarily due to an increase in maintenance
expenses of $5,000. Research and development expenses, as a percentage of sales,
increased to 4.2% in the second three months of 2005 from 3.6% in the second
three months of 2004.

Operating Income (Loss). Operating loss of $341,000 for the second three
months of 2005 represents a decrease from operating income of $247,000 for the
second three months of 2004. Operating income as a percentage of sales decreased
to (3.6)% in the second three months of 2005 from 2.3% in the second three
months of 2004.

Other Expense. Interest expense decreased to $203,000 in the second three
months of 2005 from $223,000 in the second three months of 2004. The decrease is
the result of lower average borrowing. Interest income decreased to zero in the
second three months of 2005 compared to $212,000 in the second three months of
2004 primarily due to the recognition of $136,000 of interest income on a note
receivable (see footnote 7 in the notes to the Company's unaudited consolidated
financial statements contained in this Form 10-Q).

Income Taxes. The provision for income taxes for the second three months of
2005 and 2004 was zero. As a result of the Company's continuing losses, a 100%
valuation allowance has been recorded on the 2005 and 2004 increase in the
deferred tax benefit.

First six months of 2005 Compared with first six months of 2004

Net Sales. Net sales decreased $769,000, or 4.0%, to $18,677,000 in the
first six months of 2005 from $19,446,000 in the first six months of 2004. The
decrease in sales is primarily attributed to the recognition of $745,000 of
sales from the note receivable in the first six months of 2004. Included in net
sales are revenues from BDR Broadband of $869,000 and $739,000 for the first six
months of 2005 and 2004, respectively.

Cost of Goods Sold. Cost of goods sold decreased to $13,291,000 for the
first six months of 2005 from $13,425,000 for the first six months of 2004, and
decreased as a percentage of sales to 71.2% from 69.0%. The decrease as a
percentage of sales was caused primarily by an increase in the reserve for
excess inventory of $879,000 in the first six months of 2005 compared to
$300,000 for the first six months of 2004. The increase in the inventory reserve
is due to increased reserves for raw material components.

Selling Expenses. Selling expenses increased to $2,190,000 in the first six
months of 2005 from $2,138,000 in the first six months of 2004, and increased as
a percentage of sales to 11.7% for the first six months of 2005 from 11.0% for
the first six months of 2004. This $52,000 increase is primarily attributable to
an increase in wages and fringe benefits of $189,000 due to an increase in
headcount offset by a decrease of $123,000 in royalty expense for the first six
months of 2005.

General and Administrative Expenses. General and administrative expenses
increased to $3,334,000 for the first six months of 2005 from $2,956,000 for the
first six months of 2004 and increased as a percentage of sales to 17.9% for the
first six months of 2005 from 15.2% for the first six months of 2004. The
$378,000 increase can be primarily attributed to an increase in professional
fees of $214,000 relating to BTT.

Research and Development Expenses. Research and development expenses
increased to $806,000 in the first six months of 2005 from $802,000 in the first
six months of 2004. This increase was primarily due to a $5,000 increase in
maintenance expense. Research and development expenses, as a percentage of
sales, increased to 4.3% in the first six months of 2005 from 4.1% in the first
six months of 2003.

Operating (Loss) Income. Operating loss was $944,000 for the first six
months of 2005 compared to income of $125,000 for the first six months of 2004.

Other Expense. Interest expense decreased to $396,000 in the first six
months of 2005 from $498,000 in the first six months of 2004. The decrease is
the result of lower average borrowing. Interest income decreased to zero in the
first six months of 2005 compared to $212,000 for the first six months of 2004
primarily due to the recognition of $136,000 of interest income on the note
receivable described above.

Income Taxes. The benefit for income taxes for the first six months of 2005
and 2004 was zero. The benefit for the current year loss has been subject to a
valuation allowance since the realization of the deferred tax benefit is not
considered more likely than not.

Liquidity and Capital Resources

As of June 30, 2005 and December 31, 2004, the Company's working capital
was $7,211,000 and $10,603,000, respectively. The decrease in working capital is
attributable primarily to an increase in the current portion of debt of
$4,461,000 due to the reclassification of the revolving line of credit to
current at June 30, 2005.

The Company's net cash used in operating activities for the six-month
period ended June 30, 2005 was $44,000, compared to net cash provided by
operating activities for the six-month period ended June 30, 2004, which was
$338,000. The decrease is attributable primarily to an increase in accounts
receivable of $2,320,000 offset by a decrease in inventories of $1,094,000.

Cash used in investing activities was $351,000, which was primarily
attributable to capital expenditures for new equipment and upgrades to the BDR
Broadband Systems of $348,000.

Cash provided by financing activities was $350,000 for the first six months
of 2005 primarily comprised of $7,170,000 of borrowings offset by $6,820,000 of
repayments of debt.

On March 20, 2002 the Company entered into a credit agreement with Commerce
Bank, N.A. for a $19,500,000 credit facility, comprised of (i) a $7,000,000
revolving line of credit under which funds may be borrowed at LIBOR, plus a
margin ranging from 1.75% to 2.50%, in each case depending on the calculation of
certain financial covenants, with a floor of 5% through March 19, 2003, (ii) a
$9,000,000 term loan which bore interest at a rate of 6.75% through September
30, 2002, and thereafter at a fixed rate ranging from 6.50% to 7.25% to reset
quarterly depending on the calculation of certain financial covenants, and (iii)
a $3,500,000 mortgage loan bearing interest at 7.5%. Borrowings under the
revolving line of credit are limited to certain percentages of eligible accounts
receivable and inventory, as defined in the credit agreement. The credit
facility is collateralized by a security interest in all of the Company's
assets. The agreement also contains restrictions that require the Company to
maintain certain financial ratios as well as restrictions on the payment of cash
dividends. The initial maturity date of the line of credit with Commerce Bank
was March 20, 2004. The term loan required equal monthly principal payments of
$187,000 and matures on April 1, 2006. The mortgage loan requires equal monthly
principal payments of $19,000 and matures on April 1, 2017. The mortgage loan is
callable after five years at the lender's option.

In November, 2003, the Company's credit agreement with Commerce Bank was
amended to modify the interest rate and amortization schedule for certain of the
loans thereunder, as well as to modify one of the financial covenants. Beginning
November 1, 2003, the revolving line of credit bore interest at the prime rate
plus 1.5%, with a floor of 5.5%, and the term loan began to accrue interest at a
fixed rate of 7.5%. Beginning December 1, 2003, the term loan requires equal
monthly principal payments of $193,000 plus interest with a final payment on
April 1, 2006 of all remaining unpaid principal and interest.

In March, 2004, the Company's credit agreement with Commerce Bank was
amended to (i) extend the maturity date of the line of credit until April 1,
2005, (ii) reduce the maximum amount that may be borrowed under the line of
credit to $6,000,000, (iii) suspend the applicability of the cash flow coverage
ratio covenant until March 31, 2005, (iv) impose a new financial covenant
requiring the Company to achieve certain levels of consolidated pre-tax income
on a quarterly basis commencing with the fiscal quarter ended March 31, 2004,
and (v) require that the Company make a prepayment against its outstanding term
loan to the Bank equal to 100% of the amount of any prepayment received by the
Company on its outstanding note receivable from a customer, up to a maximum
amount of $500,000.

prime rate plus 2.0%, with a floor of 5.5% (8.0% at June 30, 2005), (iii) waive
the applicability of consolidated pre-tax income for the quarter ended December
31, 2004, (iv) suspend the applicability of the cash flow coverage ratio
covenant until March 31, 2006, and (v) impose a financial covenant requiring the
Company to achieve certain levels of consolidated pre-tax income on a quarterly
basis commencing with the fiscal quarter ended March 31, 2005.

At March 31, 2005 and June 30, 2005, the Company was unable to meet one of
its financial covenants required under its credit agreement with Commerce Bank,
which non-compliance was waived by the Bank effective as of such date. See
footnote 5 in the notes to the Company's unaudited consolidated financial
statements contained in this Form 10-Q for more information regarding the
non-compliance at March 31, 2005 and June 30, 2005 and the accounting treatment
of portions of the debt under the credit agreement as non-current.

At June 30, 2005, there was $4,461,000, $1,280,000 and $2,761,000
outstanding under the revolving line of credit, term loan and mortgage loan,
respectively.

The Company has from time to time experienced short-term cash requirement
issues. In 2002, the Company paid approximately $1,880,000 in connection with
acquiring its majority interest in BDR Broadband and paying off the Seller Notes
for BDR Broadband. In addition, the Company will incur additional obligations
related to royalties, if any, in connection with its $1,167,000 cash investments
during 2003, in NetLinc and BTT. While the Company's existing lender agreed to
allow the Company to fund both the BDR Broadband obligations and the NetLinc/BTT
obligations using its line of credit, such lender did not agree to increase the
maximum amount available under such line of credit. These expenditures, coupled
with the March 2004 amendment to the Company's credit agreement with Commerce
Bank described above, have reduced the Company's working capital. The Company is
exploring various alternatives to enhance its working capital, including
inventory-related pricing and product reengineering efforts, as well as seeking
alternative financing. During 2004, BDR Broadband had positive cash flow, which
has continued in 2005. As such, BDR Broadband is not presently anticipated to
adversely impact the Company's working capital.

New Accounting Pronouncements

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The market risk inherent in the Company's financial instruments and
positions represents the potential loss arising from adverse changes in interest
rates. At June 30, 2005 and 2004 the principal amount of the Company's aggregate
outstanding variable rate indebtedness was $4,461,000 and $4,926,000,
respectively. A hypothetical 100 basis point increase in interest rates would
have had an annualized unfavorable impact of approximately $45,000 and $49,000,
respectively, on the Company's earnings and cash flows based upon these
quarter-end debt levels. At June 30, 2005, the Company did not have any
derivative financial instruments.

ITEM 4. CONTROLS AND PROCEDURES

The Company carried out an evaluation, under the supervision and with the
participation of its principal executive officer and principal financial
officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures as of the end of the period covered by this
report. Based on this evaluation, the Company's principal executive officer and
principal financial officer concluded that the Company's disclosure controls and
procedures were effective in timely alerting them to material information
required to be included in the Company's periodic SEC reports. It should be
noted that the design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote; however, the Company's principal
executive officer and principal financial officer have concluded that the
Company's disclosure controls and procedures are effective at a reasonable
assurance level.

There have been no changes in the Company's internal control over financial
reporting, to the extent that elements of internal control over financial
reporting are subsumed within disclosure controls and procedures, that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is a party to certain proceedings incidental to the ordinary
course of its business, none of which, in the current opinion of management, is
likely to have a material adverse effect on the Company's business, financial
condition, or results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company held its Annual Meeting of Stockholders (the "Meeting") on May
24, 2005. The Company solicited proxies in connection with the Meeting. At the
record date of the Meeting (March 31, 2005), there were 7,566,881 shares of the
Company's common stock outstanding and entitled to vote. The following were the
matters voted upon at the Meeting:

1. Election of Directors. The following directors were elected at the
Meeting: John E. Dwight, Robert E. Heaton and James A. Luksch. The number of
votes cast for and withheld from each director are as follows:

DIRECTORS FOR WITHHELD
John E. Dwight 6,120,435 322,436
Robert E. Heaton 6,160,676 282,195
James A. Luksch 6,134,535 308,336

Robert B. Mayer, James F. Williams, Robert J. Palle, Jr., Gary Scharmett,
Stephen K. Necessary and James H. Williams, continued as directors after the
meeting.

2. Approval of the 2005 Employee Equity Incentive Plan. The Company's 2005
Employee Equity Incentive Plan was approved by the following vote of the common
stock:

FOR AGAINST ABSTAIN
3,676,654 995,408 8,050

3. Approval of the 2005 Director Equity Incentive Plan. The Company's 2005
Director Equity Incentive Plan was approved by the following vote of the common
stock:

FOR AGAINST ABSTAIN
3,666,704 1,006,808 6,600

4. Ratification of Auditors. The appointment of BDO Seidman, LLP as the
Company's independent registered public accountant for the fiscal year ending
December 31, 2005 was ratified by the following vote of common stock:

FOR AGAINST ABSTAIN
6,388,691 43,080 11,100

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits

The exhibits are listed in the Exhibit Index appearing at page 22 herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

BLONDER TONGUE LABORATORIES, INC.

Date: August 15, 2005 By: /s/ James A. Luksch
James A. Luksch
Chief Executive Officer

By: /s/ Eric Skolnik
Eric Skolnik
Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)

EXHIBIT INDEX

Exhibit # Description Location

3.1 Restated Certificate of Incorporated by reference from Exhibit 3.1
Incorporation of Blonder to S-1 Registration Statement No. 33-98070
Tongue Laboratories, Inc. originally filed October 12,1995, as amended.

3.2 Restated Bylaws of Blonder Incorporated by reference from Exhibit
Tongue Laboratories, Inc. 3.2 to S-1 Registration Statement No.
33-98070 originally filed October 12,
1995, as amended.

10.1 Blonder Tongue Laboratories, Incorporated by reference from Appendix A
Inc. 2005 Employee Equity to the Company's Definitive Proxy
Incentive Plan. Statement for its 2005 Annual Meeting of
Stockholders held on May 24, 2005.

10.2 Blonder Tongue Laboratories, Incorporated by reference from Appendix B
Inc. 2005 Director Equity to the Company's Definitive Proxy
Incentive Plan. Statement for its 2005 Annual Meeting of
Stockholders held on May 24, 2005.

10.3 Form of Option Agreement for Filed herewith.
2005 Employee Equity
Incentive Plan.

31.1 Certification of James A. Filed herewith.
Luksch pursuant to Section
302 of the Sarbanes-Oxley Act
of 2002.

31.2 Certification of Eric Filed herewith.
Skolnik pursuant to Section
302 of the Sarbanes-Oxley
Act of 2002.

32.1 Certification pursuant to Filed herewith.
Section 906 of Sarbanes-
Oxley Act of 2002.


                                                                    Exhibit 10.3


                        BLONDER TONGUE LABORATORIES, INC.
                       2005 EMPLOYEE EQUITY INCENTIVE PLAN
                        INCENTIVE STOCK OPTION AGREEMENT

     THIS  AGREEMENT  is made  and  entered  into as of  this  _________  day of
__________________,  2005, by and between  BLONDER TONGUE  LABORATORIES,  INC. a
Delaware  corporation  (the  "Company"),  and  __________________  ("Optionee").
Background

     The Optionee is a key employee of the Company's  and  possesses  knowledge,
experience and skill necessary for the Company's future growth and success.  The
Company has adopted the Blonder Tongue  Laboratories,  Inc. 2005 Employee Equity
Incentive  Plan (the "Plan").  Pursuant to and in accordance  with the Plan, the
Company desires to grant to the Optionee an incentive stock option as defined in
Section 422 of the Internal Revenue Code of 1986, as amended, to purchase shares
of the Company's Common Stock as more fully set forth below.  Capitalized  terms
used in this Agreement and not otherwise defined herein, shall have the meanings
ascribed to them in the Plan.

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  covenants
contained herein, and intending to be legally bound, it is agreed as follows:

     1. Option to Purchase Shares.  The Company hereby grants to the Optionee an
Option (the "Option"),  pursuant to the Plan, but subject to the Plan's approval
by the stockholders of the Company within 12 months of the adoption of the Plan,
to purchase up to  ______________________________________________  shares of the
Company's  Common Stock (the "Stock").  The Option Price for each share of Stock
shall be  ________________________________________,  which is acknowledged to be
at least 100% of the Fair  Market  Value  (defined in the Plan) of each share of
Stock as of the date hereof (or at least 110% of such Fair  Market  Value if the
Optionee owns, or is deemed to own pursuant to Section 424(d) of the Code,  more
than 10% of the  total  combined  voting  power of all  classes  of stock of the
Company).  The Option shall be exercisable for the number of shares of Stock and
during the specific  exercise  periods  ("Exercise  Period(s)") set forth in the
following table:

         Number of Shares                                     Exercise Period

       ___________________                           ___________________________

     2. Manner of Exercise and Terms of Payment.  The Option may be exercised in
whole or in part,  subject to the limitations set forth in this Agreement,  upon
delivery to the Company of timely  written  notice of exercise,  accompanied  by
full  payment of the Option  Price for the shares of Stock with respect to which
the Option is  exercised.  Full payment shall be in cash or, if and as permitted
by the Committee in its sole discretion: (i) by the Optionee's note payable over
such  period  of  time,  at such  rate of  interest  and in form  and  substance
satisfactory to the Committee;  (ii) by tendering stock of the Company; or (iii)
by withholding stock subject to the Option, all as provided in the Plan.

     3. Termination of Option.

          (a) Expiration or Termination  of Employment.  Except as  specifically
     provided in Section  3(b) and 3(c)  hereof,  the Option  granted  hereunder
     shall terminate as of the close of business on the earliest to occur of the
     date of (i) expiration of the Exercise Period,  (ii) an event of default or
     breach by the Optionee of the terms and  conditions of this  Agreement,  or
     (iii) termination of the Optionee's  employment with the Company for cause.
     If the Optionee's  employment is terminated other than for cause, death (as
     provided in subsection  (b) below),  or  retirement or disability  (both as
     provided in subsection  (c) below),  the Optionee must exercise his Option,
     if at all and to the extent then exercisable,  within 30 days from the date
     of such  termination,  in  accordance  with the  terms of the Plan and this
     Agreement.

          (b) Death of Optionee.  If the Optionee  dies prior to the exercise of
     the  Option  in  full,  the  Option  may be  exercised  by  the  Optionee's
     executors,  administrators  or heirs  within one year after the date of the
     Optionee's death,  provided death occurred during the Optionee's employment
     with the Company,  or within three months  following the termination of the
     Optionee's  employment  with  the  Company,  by  reason  of the  Optionee's
     retirement after reaching the age of 65 years or the Optionee's  retirement
     after becoming permanently disabled. Such Option may be so exercised by the
     Optionee's  executors,  administrators  or heirs only with  respect to that
     number of shares of Stock which the  Optionee had an Option to purchase and
     only to the extent that the Option was exercisable (but had not theretofore
     been  exercised) as of the date of the earlier of the (i) retirement of the
     Optionee after  reaching the age of 65 years or after becoming  permanently
     disabled,  or (ii)  death of the  Optionee.  In no event may the  Option be
     exercised at any time after the expiration of the Exercise Period stated in
     Section 1 hereof.

          (c) Retirement or Disability.  If the Optionee's  employment  with the
     Company is  terminated,  prior to the  exercise  of the Option in full,  by
     reason of the Optionee's  retirement  after reaching the age of 65 years or
     by reason of the Optionee's retirement after becoming permanently disabled,
     the Optionee  shall have the right,  during the period  ending three months
     after the date of the Optionee's termination of employment, to exercise the
     Option to the extent that it was  exercisable but not exercised at the date
     of the Optionee's  termination of employment with the Company.  Such Option
     may be so  exercised  by the  Optionee  only with respect to that number of
     shares of Stock which the  Optionee  had an Option to purchase  and only to
     the extent that the Option was exercisable  (but had not  theretofore  been
     exercised) as of the date that the Optionee  retires after reaching the age
     of 65 years or after  becoming  permanently  disabled.  In no event may the
     Option be exercised at any time after the expiration of the Exercise Period
     stated in Section 1 hereof.

     4. Rights as Shareholder.  An Optionee or permitted transferee of an Option
shall have no rights as a shareholder  of the Company with respect to any shares
of Stock subject to such Option prior to the Optionee's  purchase of such shares
of Stock by exercise of such Option as provided in the Plan.

     5.  Delivery of Stock  Certificates.  The Company  shall not be required to
issue or deliver any certificate for shares of Stock purchased upon the exercise
of  all or any  portion  of an  Option  granted  under  the  Plan  prior  to the
fulfillment of any of the following  conditions which may, from time to time, be
applicable to the issuance of the Stock:

          (a)  Listing  of  Shares.  The  admission  of such  shares of Stock to
     listing on all stock  exchanges  on which the Stock of the  Company is then
     listed.

          (b) Registration and/or Qualification of Shares. The completion of any
     registration  or other  qualification  of such  shares  of Stock  under any
     federal or state  securities laws or under the  regulations  promulgated by
     the  Securities  and  Exchange  Commission  or any other  federal  or state
     governmental  regulatory body which the Board or Committee, as the case may
     be,  deems  necessary  or  advisable.  The  Company  shall  in no  event be
     obligated to register any securities pursuant to the Securities Act of 1933
     (as now in effect or as  hereafter  amended) or to take any other action in
     order to cause the  issuance and  delivery of such  certificates  to comply
     with any such law, regulations or requirement.

          (c) Approval or Clearance.  The obtaining of any approval or clearance
     from any federal or state governmental agency which the Board or Committee,
     as the case may be, shall determine to be necessary or advisable.

          (d) Reasonable  Lapse of Time. The lapse of such reasonable  period of
     time following the exercise of the Option as the Board or Committee, as the
     case may be, may establish from time to time for reasons of  administrative
     convenience.

     6. (a) Anti-Dilution. Except as otherwise expressly provided herein, if the
outstanding  shares of Common Stock are hereafter  changed or converted into, or
exchanged  or  exchangeable  for, a different  number or kind of shares or other
securities   of  the  Company  or  of  another   corporation   by  reason  of  a
reorganization,  merger,  consolidation,  recapitalization,  reclassification or
combination  of shares,  stock  dividend  stock  split or reverse  stock  split,
appropriate  adjustment shall be made by the Board of Directors in the number of
shares and kind of stock subject to unexercised stock options hereunder,  to the
end that the  proportionate  interest of the  Optionee  shall be  maintained  as
before the occurrence of such event.

          (b)  Non-survival  of  Company.  In  the  event  of a  dissolution  or
     liquidation  of the  Company  or any  merger  or  combination  in which the
     Company is not a surviving  corporation,  each  outstanding  Option granted
     hereunder  shall  terminate,   but  the  Optionee  shall  have  the  right,
     immediately prior to such liquidation,  dissolution, merger or combination,
     to exercise the Option, in whole or in part, to the extent that such Option
     is  then  otherwise  exercisable  and has not  previously  been  exercised,
     provided,  however,  that no adjustment shall be made to an incentive stock
     option which would constitute a "modification" of such Option, as such term
     is defined in Section 424(h)(3) of the Code.

          (c) Change in Control.  In the event of any  contemplated  transaction
     which may  constitute  a change in  control  of the  Company,  the Board of
     Directors may modify the Option granted hereunder, so as to accelerate,  as
     a consequence of or in connection with such transaction, the vesting of the
     Optionee's  right to exercise  such Option.  For this  purpose,  "change in
     control of the  Company"  means a change in control of such  nature that it
     would be required to be reported to the Securities and Exchange  Commission
     pursuant to  Schedule  14A of  Regulation  14A or any  successor  provision
     (whether   or  not  the   Company  is  then   subject  to  such   reporting
     requirements).  A change of control will be deemed to have  occurred if any
     person,  other than  persons  or  entities  who on the date  hereof are the
     "beneficial  owners" (as determined pursuant to Sections 13(d) and 14(d) of
     the Securities Exchange Act of 1934), directly or indirectly, of securities
     of the Company representing 10% or more of the combined voting power of the
     Company's then outstanding securities, is or becomes the "beneficial owner"
     of 25% or more of the combined voting power of the  outstanding  securities
     of the Company or if during two consecutive year periods,  the directors at
     the  beginning  of such  periods  cease for any reason  during the two-year
     period to constitute a majority of the Board of Directors of the Company.

     7. Tax  Attributes.  The incentive  stock option  granted  pursuant to this
Agreement  is  intended  to  qualify  under  Section  422 of the  Code  and  any
provisions  hereof which would prevent such Options from  qualifying are invalid
and of no effect, except as provided in Section 7.2(b) of the Plan. The Optionee
will promptly give written notice to the Company of any sale, exchange, gift, or
other  transaction  of any shares of Stock  acquired  pursuant to such incentive
stock option  which occurs  within two years of the date of grant of such Option
or within one year after the issuance of any shares of Stock pursuant thereto.

     8. Agreement  Subject to Plan. No term or condition of this Agreement shall
be construed or interpreted in a manner  contrary to the purposes and provisions
of the Plan, a copy of which may be obtained  from the Secretary of the Company.
Any question of interpretation arising under the Plan or this Agreement shall be
resolved by the Committee.

     9. Restrictions on Transfers. No Option granted pursuant to the Plan may be
transferred  by an Optionee.  Subject to the  provisions of Section 3(b) hereto,
the Option shall be exercisable only by an Optionee during his lifetime.

     10. Miscellaneous.

          (a) The  Company  reserves  the right to  terminate  at any  time,  by
     written notice to the Optionee, any or all of the restrictions on the Stock
     set forth in this Agreement.  Such termination  shall be effective upon the
     Optionee's receipt of such notice.

          (b) All notices provided for or contemplated herein shall be addressed
     as follows:








   If to the Company:        Blonder Tongue Laboratories, Inc.
                             One Jake Brown Road
                             Old Bridge, New Jersey 08857
                             Attn.:   Chairman of Compensation Committee

   If to the Optionee:       __________________

                             __________________


or to such other addresses as the parties may specify in writing.

          (c)  Whenever  Federal,  state and local tax is due on the exercise of
     Options granted under this Agreement,  the Company may require the Optionee
     or Participant to remit an amount sufficient to satisfy Federal,  state and
     local  withholding  taxes prior to the delivery of any certificate for such
     shares or the lapse of restrictions.

          (d) This  Agreement  does not confer upon or give to the  Optionee any
     right to continued employment by the Company and does not in any way affect
     the right of the Company to  terminate  the  Optionee's  employment  at any
     time.

          (e) This Agreement  shall be construed in accordance  with the laws of
     the State of Delaware.

     IN WITNESS  WHEREOF,  the  undersigned  have executed,  or have caused this
Agreement to be executed, as of the day and year first above written.





BLONDER TONGUE LABORATORIES, INC.                    OPTIONEE


By:_____________________________________      __________________________________
   James A. Luksch, Chief Executive Officer

                                                                    Exhibit 31.1



                                  CERTIFICATION

     I, James A. Luksch, Chief Executive Officer of Blonder Tongue Laboratories,
Inc., certify that:

     1. I have reviewed  this  quarterly  report on Form 10-Q of Blonder  Tongue
Laboratories, Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4. The registrant's  other certifying  officer(s) and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)  Designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;

     b) Evaluated the effectiveness of the registrant's  disclosure controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

     c) Disclosed in this report any change in the registrant's internal control
over  financial  reporting  that occurred  during the  registrant's  most recent
fiscal quarter (the registrant's  fourth fiscal quarter in the case of an annual
report) that has  materially  affected,  or is  reasonably  likely to materially
affect, the registrant's internal control over financial reporting; and

     5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial  reporting,  to
the registrant's  auditors and the audit committee of the registrant's  board of
directors (or persons performing the equivalent functions):

          a) All significant  deficiencies and material weaknesses in the design
     or  operation  of  internal  control  over  financial  reporting  which are
     reasonably  likely to adversely affect the registrant's  ability to record,
     process, summarize and report financial information; and

          b) Any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     control over financial reporting.


Date:  August 15, 2005

                                                    /s/  James A. Luksch
                                                   James A. Luksch
                                                   Chief Executive Officer
                                                   (Principal Executive Officer)





                                                                    Exhibit 31.2



                                  CERTIFICATION

          I, Eric Skolnik,  Senior Vice President and Chief Financial Officer of
     Blonder Tongue Laboratories, Inc., certify that:

          1. I have  reviewed  this  quarterly  report on Form  10-Q of  Blonder
     Tongue Laboratories, Inc.;

          2. Based on my  knowledge,  this  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this report;

          3.  Based  on  my  knowledge,  the  financial  statements,  and  other
     financial  information  included  in this  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     report;

          4. The registrant's other certifying  officer(s) and I are responsible
     for  establishing  and maintaining  disclosure  controls and procedures (as
     defined in Exchange Act Rules  13a-15(e) and  15d-15(e)) for the registrant
     and have:

               a) Designed such disclosure  controls and  procedures,  or caused
          such  disclosure  controls  and  procedures  to be designed  under our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this quarterly report is being prepared;

               b) Evaluated the  effectiveness  of the  registrant's  disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation; and

               c)  Disclosed  in this  report  any  change  in the  registrant's
          internal  control over financial  reporting  that occurred  during the
          registrant's  most recent  fiscal  quarter  (the  registrant's  fourth
          fiscal  quarter in the case of an annual  report) that has  materially
          affected,   or  is  reasonably  likely  to  materially   affect,   the
          registrant's internal control over financial reporting; and

          5. The registrant's other certifying  officer(s) and I have disclosed,
     based on our most recent  evaluation  of internal  control  over  financial
     reporting,  to the  registrant's  auditors  and the audit  committee of the
     registrant's  board of  directors  (or persons  performing  the  equivalent
     functions):

               a) All significant  deficiencies  and material  weaknesses in the
          design or operation of internal control over financial reporting which
          are reasonably likely to adversely affect the registrant's  ability to
          record, process, summarize and report financial information; and

               b) Any fraud,  whether or not material,  that involves management
          or other  employees  who have a significant  role in the  registrant's
          internal control over financial reporting.



Date:  August 15, 2005


                                            /s/  Eric Skolnik
                                            Eric Skolnik
                                            Senior Vice President and Chief
                                            Financial Officer (Principal
                                            Financial Officer)

                                                                   Exhibit 32.1







                                  CERTIFICATION
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     To the knowledge of each of the  undersigned,  this Report on Form 10-Q for
the quarter ended June 30, 2005 fully complies with the  requirements of Section
13(a) or 15(d) of the  Securities  Exchange  Act of 1934,  as  amended,  and the
information  contained in this Report fairly presents, in all material respects,
the  financial   condition   and  results  of   operations  of  Blonder   Tongue
Laboratories, Inc. for the applicable reporting period.


Date:  August 15, 2005       By:      /s/  James A. Luksch
                                      James A. Luksch, Chief Executive Officer



                             By:      /s/  Eric Skolnik
                                      Eric Skolnik, Chief Financial Officer