<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

   
                                  FORM 10-K/A

                                AMENDMENT NO. 1
    

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  For the fiscal year ended December 31, 1997

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

             For the transition period from ________  to _________

                           Commission File No. 1-4289

                                GTI CORPORATION
             (Exact name of registrant as specified in its charter)

                DELAWARE                                05-0278990
     (State or other jurisdiction of         (IRS Employer Identification No.)
      incorporation or organization)

        9715 BUSINESS PARK AVENUE
          SAN DIEGO, CALIFORNIA                            92131
(Address of principal executive office)                  (Zip Code)


                                 (619) 537-2500
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Session 12(b) of the Act: None

          Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, par value $.04

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 and Exchange Act of 1934
during the preceding 12 months (or for such shorter periods that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definite proxy or information statements
incorporated by reference in Part III of this form 10-K or any amendment to
this form 10-K.

The aggregate market value of the registrants voting Common Stock, held by
non-affiliates, based upon the closing price for the Registrant's Common Stock
as reported in the Wall Street Journal on March 16, 1998 was $23,937,209.  This
was calculated by excluding shares of Common Stock and $35.00 Cumulative
Convertible Preferred Stock beneficially owned by Telemetrix PLC and by
directors and officers as a group from total outstanding shares solely for the
purposes of this response.

As of March 16, 1998, the number of shares of Common Stock of the Registrant
issued and outstanding was 8,973,475.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference in the
following parts of this report:

   
The Registrant's 1997 Annual Report to Stockholders is incorporated by
reference to Parts I and II of this report.
    
<PAGE>   2



                                     PART I


ITEM 1. BUSINESS

This Form 10-K/A contains certain statements of a forward-looking nature
relating to future events or the future performance of the Company. 
Prospective investors are cautioned that such statements are only predictions
and that actual events or results may differ materially.  In evaluating such
statements, prospective investors should specifically consider various factors
identified in this Form 10-K/A which could cause actual results to differ
materially from those indicated by such forward-looking statements.

GENERAL

GTI Corporation was originally incorporated under the laws of Rhode Island in
1956 as Glass-Tite Industries, Inc. ("GTI-RI").  In March 1987, pursuant to an
Agreement and Plan of Merger, GTI-RI merged with and into GTI Delaware, Inc., a
Delaware corporation.  At the effective time of the merger, the name of the
surviving corporation was changed to GTI Corporation.  As a result of a series
of subsequent  acquisitions and divestitures, GTI's only current continuing
operation is  Valor Electronics, Inc., a wholly-owned subsidiary of the Company
("Valor").  As used herein, the term "Company" or "GTI" refers to GTI
Corporation and, unless specifically identified otherwise, all of its
subsidiaries.

Reference is made to the information required by Item 1 (Products, Customers,
Sales and Marketing, Competition, Manufacturing and Suppliers, Product
Development, Foreign Operations, International Sales, and Backlog) which are
under their corresponding headings on pages 1 through 5 of the Company's 1997
Annual Report to Stockholders (the "Annual Report"), which information is
hereby incorporated by reference.

DISCONTINUED OPERATIONS

Reference is made to the information in Note 2 on pages 17 to 18 of the Annual
Report, which information is hereby incorporated by reference.

BUSINESS SEGMENT INFORMATION

Reference is made to the information in Note 12 on pages 24 to 25 of the Annual
Report, which information is hereby incorporated by reference.

PROPRIETARY RIGHTS

Because its products are subject to rapidly changing design, the Company
believes that patent and copyright protection are less significant to the
Company's competitive position than factors such as the knowledge, ability, and
experience of the Company's personnel, new product development, product
quality, market recognition, and on-going customer support.  To protect its
proprietary rights in these products, the Company primarily relies on trade
secrets and nondisclosure agreements.  Despite these precautions, it may be
possible for unauthorized third parties to copy aspects of the Company's
products or to obtain and use information that the Company regards as
proprietary.  The laws of some foreign countries do not protect the Company's
proprietary rights in the Company's products to the same extent as do the laws
of the United States.

EMPLOYEES

As of March 10, 1998, the Company employed approximately 6,700 employees.
Of these employees, approximately 5,700 were employed by the Company's PRC
operations; approximately 870 were employed by the Company's Philippines
operations, approximately 120 were employed by the Company's domestic
operations, with the balance of employees employed in the Company's sales
offices in Asia and Europe.  In addition, approximately


                                       1
<PAGE>   3



510 persons are employed by the Company's PRC subcontractors to manufacture
certain of the Company's networking products.  The Company considers its
relationships with its employees and subcontractors to be good.

ENVIRONMENTAL COMPLIANCE

The Company is subject to various federal, state, and local environmental
protection laws and regulations and, from time to time, has incurred costs for
environmental compliance, none of which to date has been material.  The Company
has been studying and undertaking certain remedial actions with respect to
groundwater pollution and soil contamination conditions at its closed facility
in Leesburg, Indiana.  The Company anticipates that additional environmental
expenses will be incurred in future years as the Company continues its
environmental studies and analysis and, upon mutual agreement with a certain
state agency, as the Company implements a remediation plan.  Based on current
knowledge, the Company does not believe that any future expenses associated
with environmental remediation will have a material impact on the financial
position of the Company.

   
EXECUTIVE OFFICERS OF THE COMPANY

The following table sets forth the names, ages, and offices held by the
Company's current Executive Officers:

<TABLE>
<CAPTION>
           Name             Age          Office
           ----             ---          ------
<S>                         <C>          <C>
Albert J. Hugo-Martinez     52           President, Chief Executive Officer and Director
                                         GTI Corporation
Bruce C. Myers              42           Vice President Finance, Chief Financial
                                         Officer and Secretary
                                         GTI Corporation
Michael D. Hollabaugh       48           Vice President of Sales
                                         Valor Electronics, Inc.
William H. Kopenhaver       51           Vice President of Operations
                                         Valor Electronics, Inc.
William W. Staunton         50           Executive Vice President
                                         Valor Electronics, Inc.
</TABLE>

There are no family relationships among the Executive Officers and Directors of
the Company.

Albert J. Hugo-Martinez became president and chief executive officer of the
Company in March 1996. From 1988 to 1995, Mr. Hugo-Martinez was president and
chief executive officer of Applied Micro Circuits Corporation in San Diego,
California. Prior thereto, he held various management positions with TRW, Burr
Brown Corporation, and Motorola Semiconductor. Mr. Hugo-Martinez is a director
of Microchip Corp. and the UCSD Cancer Center.

Mr. Hollabaugh joined the Company in 1996 as vice president of sales. Prior
thereto, Mr. Hollabaugh was employed for one year as vice president of sales and
marketing by Trident Microsystems, and he was employed for two years as vice
president of business and product development and for six years as vice
president of marketing by Applied Micro Circuits Corporation.

Bruce C. Myers became vice president of finance and chief financial officer of
the Company on January 21, 1997. From June 1989 to December 1996, Mr. Myers was
chief operating officer and chief financial officer of Photomatrix, Inc.
(formerly Xscribe Corporation) in San Diego, California. Prior thereto, Mr.
Myers held various positions with Arthur Andersen LLP for eleven years.

Mr. Kopenhaver joined the Company in 1997 as vice president of operations. Prior
thereto, Mr. Kopenhaver was employed for two years as vice president of
operations by TV/COM, and nine years as director of operations by Eastman Kodak
Company.

Mr. Staunton joined the Company in 1996 as vice president of quality and was
promoted in 1997 to executive vice president. Prior to joining the Company, Mr.
Staunton was employed for nine years as vice president of quality and
reliability by Applied Micro Circuits Corporation and for six years as quality
assurance manager by Burr Brown Corporation.
    
                                       2
<PAGE>   4

ITEM 2. PROPERTIES

The Company's world-wide headquarters as well as the principal executive,
marketing, sales, product development, manufacturing process design, materials
procurement, managerial and manufacturing support are located in two leased
buildings in San Diego, California.  The manufacturing operations for Valor are
located in two leased facilities in the PRC and one leased facility in the
Philippines.

The following table sets forth the Company's principal leased facilities by
location, square footage, segment and use, lease expiration, and renewal
options:


<TABLE>
<CAPTION>
                   Approximate                                                    Renewal
                     Square                Segment              Year of Lease     Options
Location             Footage           Products / Uses           Expiration      # / Period
--------           ----------          ---------------          -------------  --------------
<S>                <C>          <C>                             <C>            <C>
U.S.A.
San Diego, CA        40,000     Corporate Office                    2002       2/2 years each
                                Valor administration, product                                  
                                development                                                   

San Diego, CA         7,500     Valor warehouse, stockroom          2002         2/2 years
                                                                                    each
HONG KONG
Kowloon               2,000     Valor regional sales office         1999            none

PEOPLE'S REPUBLIC
OF CHINA (1)                                                    

Factory 1            50,000     Valor signal processing, power      1999            None
                                transfer

Factory 2            95,000     Valor signal processing, power      2000            None
                                transfer                      

PHILIPPINES                                
Cabuyao              39,000     Valor signal processing, power     1998(2)       1/5 years
                                transfer
</TABLE>

(1) The PRC facilities are operated directly by the Company under negotiated 
contracts between the Company and the provincial government of China.  In 
addition to the manufacturing space indicated, each facility includes space for 
staff quarters and dormitories.  Such living quarters in the aggregate 
represent 278,500 square feet of space.

(2) The Company intends to extend the existing lease arrangement for this 
facility during 1998.  There can be no assurance that the terms of the 
extended lease arrangement will be acceptable to the Company.  If the lease 
were not extended, the Company's operations, results of operations, and 
financial position could be materially and adversely affected.

In addition to its manufacturing and distribution facilities, the Company
leases small sales offices elsewhere in the United States and the United
Kingdom.  The Company believes that its facilities are well maintained, in good
operating condition and adequate to support anticipated operating needs over
the next twelve months.


ITEM 3. LEGAL PROCEEDINGS

Reference is made to the information in Note 7 under the heading "Litigation"
on page 21 of the Annual Report, which information is hereby incorporated by
reference.


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

No matters were submitted to a vote of security holders during the fourth
quarter of 1997.


                                       3
<PAGE>   5




                                    PART II


ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS

Reference is made to the information under the heading "Market of the
Registrant's Common Stock and Related Security Holder Matters" on page 5 of the
Annual Report, which information is hereby incorporated by reference.


ITEM 6.  SELECTED FINANCIAL DATA

Reference is made to the information under the heading "Selected Financial
Data" on pages 5 to 6 the Annual Report, which information is hereby
incorporated by reference.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Reference is made to the information under the heading "Management's Discussion
and Analysis of Financial Condition and Results of Operations" on pages 6
through 10 of the Annual Report, which information is hereby incorporated by
reference.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company's consolidated financial statements as of December 31, 1997 and
1996 and for the three years in the period ended December 31, 1997 and the
related Report of Independent Public Accountants are contained in the Annual
Report for the year ended December 31, 1997.  An index to such materials
appears on page F-1.


ITEM 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.


                                       4
<PAGE>   6
                                    PART III


   
Item 10. Directors and Executive Officers of the Registrant

INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS

See Part 1 Item 1 "Executive Officers of the Company" for a discussion of the
executive officers of the Company. The following sets forth the name, age,
principal occupation for the periods indicated, and other directorships of each
of the Registrant's Directors.

TIMOTHY M. CURTIS, age 55, has been a Director since 1994. Since February 1992,
Mr. Curtis has been the Chief Executive and a director of Telemetrix PLC, a
United Kingdom corporation, which is listed on the London Stock Exchange and is
engaged in the manufacture and sale of advanced electronics products. From 1991
through 1993, he was a Non-Employee Director of TVS Entertainment, a United
Kingdom-based commercial television station, from 1994 to 1996 a Non-Employee
Director of Bournemouth and West Hamphsire Water PLC, and from 1994 to 1995 a
Non-Employee Director of Dobson Park Industries PLC. He is currently a
Non-Executive Director of Pace Micro Technology PLC.

EDMUND B. FITZGERALD, age 72, has been a Director since 1993. Mr. Fitzgerald is
currently Managing Director of Woodmont Associates of Nashville, Tennessee, a
business advisory services firm which he founded in 1990. He is also an Adjunct
Professor of Management at the Owen Graduate School of Management of Vanderbilt
University in Nashville, Tennessee. From 1985 to 1989, Mr. Fitzgerald was
Chairman and Chief Executive Officer of Northern Telecom Limited and from 1989
to 1990, he was Chairman of the Board.

ALBERT J. HUGO-MARTINEZ, age 52, has served as President, Chief Executive
Officer and a Director of the Company since March 1996. From 1988 to 1995, Mr.
Hugo-Martinez was President and Chief Executive Officer of Applied Micro
Circuits Corp. in San Diego, California. Prior thereto, he held various
management positions with TRW, Burr Brown Corporation and Motorola
Semiconductor. Mr. Hugo-Martinez is a director of Microchip Corp. and the UCSD
Cancer Center.

KENNETH E. MAUD, age 53, has been a Director since 1995. Mr. Maud served as
interim President and Chief Executive Officer of the Company from January 1996
to March 1996. Mr. Maud also served as the Chairman of Peek PLC ("Peek"), a
multinational group of companies specializing in advanced electronic traffic
management systems and field data systems, from April 1991 through May 1997.
From September 1986 to April 1991, Mr. Maud served as the Chief Executive of
Peek. For the past 21 years, Mr. Maud has been directly involved in the
development of publicly-owned electronics groups in different parts of the
world. Mr. Maud is a director and Chairman of Atlantis International
Corporation.

ROBERT E. VENTER, age 37, has been a Director since 1993. Mr. Venter has been a
senior executive with Allied Electronics Corporation Limited, a South African
corporation ("Allied") since September 1990, most recently serving as Chief
Executive of and a director of Power Technologies Limited, a Johannesburg Stock
Exchange listed electrical engineering company, and an affiliate of Allied (see
Note 1 to "Principal Stockholders"). Previously, he was a Vice President of
Corporate Finance of Bear Stearns Co., Inc. from 1988 to 1990. Mr. Venter is
also a director of Ventron Corporation and Allied, which are both listed on the
Johannesburg Stock Exchange, as well as a director of Telemetrix PLC.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's officers and directors,
and persons who own more than 10% of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
Commission and the Nasdaq National Market System. Officers, directors, and
holders of more than 10% of the Common Stock are required by regulations
promulgated by the Commission under the Exchange Act to furnish the Company with
copies of all Section 16(a) forms they file. The Secretary of the Company will
assist beneficial owners of more than 10% of the Common Stock in complying with
the reporting requirements of Section 16(a) of the Exchange Act.
    


                                       5
<PAGE>   7

   
Based solely on its review of the copies of such forms received by it, the
Company believes that, since January 1, 1997, its directors, officers and
greater than 10% beneficial owners complied with all applicable Section 16(a)
reporting requirements.

Item 11. Executive Compensation

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning compensation received by
the Executive Officers in 1997, 1996 and 1995.


<TABLE>
<CAPTION>
                                                                                                 Long-Term
                                                        Annual Compensation ($)            Compensation Awards
                                            ---------------------------------------        -------------------
                                                                                             Options/
Name and                                                                                       SARs      Other
Principal Position                          Year           Salary          Bonus(1)        (# of shares)  ($)(2)
-----------------------------------------------------------------------------------        -------------  ------
<S>                                         <C>           <C>                <C>               <C>         <C>  
Albert J. Hugo-Martinez                     1997          310,096            72,500            60,000      4,700
President and CEO,                          1996          234,231            26,064           200,000      7,200
GTI Corporation(3)                          1995              -0-               -0-               -0-        -0-

Michael D. Hollabaugh                       1997          173,269            10,200            20,000      2,900
Vice President of Sales                     1996             -NA-              -NA-              -NA-       -NA-
Valor Electronics, Inc.(4)                  1995             _-0-              _-0-               -0-        -0-

Bruce C. Myers                              1997          142,481             9,300            60,000      1,000
Vice President of Finance and CFO           1996              -0-               -0-               -0-        -0-
GTI Corporation(5)                          1995             _-0-              _-0-               -0-        -0-

William H. Kopenhaver                       1997          136,012            25,260            60,000      1,000
Vice President of Operations                1996              -0-               -0-               -0-        -0-
Valor Electronics, Inc.(6)                  1995             _-0-              _-0-               -0-        -0-

William W. Staunton                         1997          165,531            32,500            55,000      3,600
Executive Vice President                    1996           79,327            84,000            40,000        -0-
Valor Electronics, Inc.(7)                  1995              -0-               -0-               -0-        -0-
</TABLE>

---------------------
(1) Represents amounts paid pursuant to the 1997 bonus plan.

(2) Represents primarily the amount contributed by the Company to the Amended
and Restated Cash or Deferred Profit Sharing Plan for Employees of GTI
Corporation and its affiliates.

(3) Mr. Hugo-Martinez became President and CEO of GTI in March, 1996.

(4) Mr. Hollabaugh became Vice President of Sales of Valor in May, 1996.

(5) Mr. Myers became Vice President of Finance and Chief Financial Officer of
GTI in January 1997.

(6) Mr. Kopenhaver became Vice President of Operations of Valor in April, 1997.

(7) Mr. Staunton became Vice President of Quality of Valor in May 1996 and was
promoted to Executive Vice President in November 1997.

EMPLOYMENT AGREEMENTS AND SEVERANCE AND RETIREMENT ARRANGEMENTS

In March 1996, the Company and Mr. Hugo-Martinez entered into an at-will
employment agreement pursuant to which Mr. Hugo-Martinez became the President
and Chief Executive Officer of the Company. Such employment agreement, as
amended, provides that Mr. Hugo-Martinez will receive an annual base salary of
$300,000 (subject to annual increases at the discretion of the Compensation
Committee). In addition, Mr. Hugo-Martinez is entitled to receive quarterly and
annual bonuses based upon the Company's financial performance. In the event that
his employment is terminated for reasons other than gross misconduct, death or
disability, Mr. Hugo-Martinez is eligible to receive severance payments in an
aggregate amount equal to 12 months of his annual base salary which will be paid
over a 12-month period.

    




                                       6
<PAGE>   8

   
CHANGE OF CONTROL AGREEMENTS

In January 1998, in order to provide an incentive for Mr. Hugo-Martinez and the
other Executive Officers to remain employed with the Company until a strategic
alternative (including a possible sale of the Company) is consummated, and in
order to provide an incentive to these employees to maximize the value to the
shareholders of such strategic transaction, the Company executed Change of
Control agreements with Mr. Hugo-Martinez and with each of the other Executive
Officers. If there occurs a change in control of the Company, as defined in the
agreements, on or before January, 1999, then Mr. Hugo-Martinez will receive a
lump sum payment equal to eighteen months of his base salary and the other
Executive Officers will receive a lump sum cash payment equal to nine months of
their respective base salaries at the closing of the change of control
transaction and assuming that they are still employed by the Company at that
time. These payments supersede and replace any other severance payment to which
these employees might otherwise be entitled. In addition, each of the Executive
Officers will receive an additional lump sum cash payment at closing equal to
one months salary for each 33 cents per share that the Company's shareholders
receive in excess of $6 per share in the change of control transaction.

STOCK OPTIONS

The Company has one stock option plan for its officers and other management
employees: the GTI Corporation Stock Incentive Plan (1989), as amended (the
"Stock Incentive Plan"). The Company also has three stock option plans for
non-employee directors (see Directors Compensation).

Stock Incentive Plan. The Stock Incentive Plan currently provides that a maximum
of 1,200,000 shares of Common Stock from the Company's authorized but unissued
shares of Common Stock or from shares acquired by the Company, including shares
purchased in the open market, are available for issuance by the Company in
connection with awards of stock options, reload options, stock appreciation
rights, performance shares and shares of restricted stock, subject to
adjustment. Whenever an award under the Stock Incentive Plan is terminated or
forfeited for any reason, the shares of Common Stock covered by such award will
again become available for award under the Stock Incentive Plan. Also, whenever
the exercise price of a stock option is paid for, in whole or in part, with
shares of Common Stock, the number of shares available for award will only be
decreased by the excess of the number of shares issued to the participant over
the number of shares the participant surrendered. Shares may be awarded to any
key employee of the Company or any subsidiary of the Company who, in the opinion
of the committee administering the Stock Incentive Plan (currently the
Compensation Committee), has the capacity to contribute in a substantial measure
to the successful performance of the Company. The Stock Incentive Plan became
effective on December 13, 1989, and no awards may be granted under the Stock
Incentive Plan after December 13, 1999.

Approximately 112 persons are currently eligible to participate in the Stock
Incentive Plan. As of March 1, 1997, awards covering 726,250 and 248,050 shares
were outstanding and available, respectively, for grant under the Stock
Incentive Plan. All outstanding options become fully exercisable upon a change
of control of GTI.
    




                                       7
<PAGE>   9
   
                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table sets forth information concerning stock options granted
during the fiscal year ended December 31, 1997, to each of the Executive
Officers and all employees as a group:

<TABLE>
<CAPTION>
                                                                                             Potential Realizable Value at
                                                                                             Assumed Annual Rates of Stock
                                                                                                Price Appreciation for
                                                                                                      Option Term
                                                                                             ---------------------------------
                                    Options     % of Total
                                    Granted        Options      Exercise
                                      (# of     Granted to         Price      Expiration
Name                                Shares)      Employees     ($/Share)            Date             5% ($)            10%($)
------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>             <C>            <C>         <C>                 <C>               <C>    
Albert J. Hugo-Martinez              60,000          13.0%          5.63        11/19/07            213,000           537,000
Michael D. Hollabaugh                20,000           4.3%          5.63        11/19/07             71,000           179,000
William H. Kopenhaver                40,000           8.7%          5.50         3/20/97            139,000           350,000
                                     20,000           4.3%          5.63        11/19/07             71,000           179,000
Bruce C. Myers                       40,000           8.7%          6.06         1/21/07            153,000           385,000
                                     20,000           4.3%          5.63        11/19/07             71,000           179,000
William W. Staunton                  55,000          11.9%          5.63        11/19/07            195,000           492,000
All employees as a group            461,750         100.0%          5.50 -      Various
                                                                   6.38
</TABLE>

The following table sets forth information concerning stock options exercised in
1997 by each of the Executive Officers, the aggregate number of options held by
each Executive Officer and the value realized from exercised options and
inherent in exercised and unexercised options at December 31, 1997:

AGGREGATED OPTION EXERCISES IN 1997 AND YEAR END OPTION VALUE

<TABLE>
<CAPTION>
                                                                         Number of Securities
                                   # of  Shares                        Underlying Unexercised        ($) Value of Unexercised
                                    Acquired on     ($) Value           Options (# of shares)            In-the-Money Options
Name                                   Exercise      Realized       Exercisable/Unexercisable       Exercisable/Unexercisable
------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>              <C>             <C>                             <C>
Albert J. Hugo-Martinez                     -0-           -0-                  65,000/195,000                         -0-/-0-
Michael D. Hollabaugh                       -0-           -0-                   12,500/57,500                         -0-/-0-
William H. Kopenhaver                       -0-           -0-                      -0-/60,000                         -0-/-0-
Bruce C. Myers                              -0-           -0-                      -0-/60,000                         -0-/-0-
William W. Staunton                         -0-           -0-                   10,000/85,000                         -0-/-0-
</TABLE>

DIRECTORS' COMPENSATION

Director Remuneration. Each director of the Company, except Mr. Maud and Mr.
Hugo-Martinez, is paid an annual retainer of $18,000, plus $600 for each time
that he attends a meeting of the Board of Directors. Each member of the Audit
Committee and the Compensation Committee is paid $500 for each time that he
attends a meeting of each such committee. Mr. Maud is paid an annual stipend of
$50,000, payable quarterly, for his service as Chairman of the Board of
Directors.

Non-Employee Director Stock Options. The GTI Corporation 1985 Stock Option Plan
for Non-Employee Directors, as amended (the "1985 Directors Plan"), provides for
the automatic grant of nonstatutory stock options covering an aggregate of
100,000 shares of Common Stock to members of the Board of Directors who have
been elected by the Company's stockholders and who are not full-time employees
of the Company or any of its subsidiaries, subject to the limitation that no
eligible director may be granted nonstatutory stock options for more than 10,000
shares. The 1985 Directors Plan provides that the exercise price of each
nonstatutory stock option must not be less than the fair-market value of the
Common Stock 
    



                                       8
<PAGE>   10

   
on the date of grant. No additional stock options can be granted under the 1985
Directors Plan as of December 13, 1995.

The GTI Corporation 1989 Stock Option Plan for Non-Employee Directors, as
amended (the "1989 Directors Plan"), provides for the automatic grant of
nonstatutory stock options with respect to 10,000 shares of Common Stock to
directors of the Company who first become directors after the effective date of
the 1989 Directors Plan (December 13, 1989), who are not otherwise full-time
employees of the Company or any subsidiary of the Company for any part of the
preceding fiscal year and who never received stock options under the 1985
Directors Plan. A maximum of 100,000 shares of Common Stock of the Company's
authorized but unissued shares of Common Stock or treasury stock are available
for issuance under the 1989 Directors Plan, subject to adjustment. As of March
1, 1997, stock options covering 10,000 shares have been exercised, 60,000 shares
were available for future grant, and stock options covering 30,000 shares were
outstanding under the 1989 Directors Plan. No stock options under the 1989
Directors Plan may be granted on or after December 13, 1999.

The GTI Corporation 1996 Stock Option Plan for a Non-Employee Director (the
"1996 Plan") provides for the grant of nonstatutory stock options covering a
member of the Board of Directors who has been elected by the Company's
stockholders and who is not a full-time employee of the Company or any of its
subsidiaries, subject to the limitation that no eligible director may be granted
nonstatutory stock options for more than 25,000 shares. The 1996 Plan provides
that the exercise price of each nonstatutory stock option must not be less than
the fair-market value of the Common Stock on the date of grant. Further, the
options are exercisable immediately and have a 10 year term. Mr. Maud received a
grant of 25,000 shares under the 1996 Plan in May 1996. As of March 1, 1997,
there were stock options for 25,000 shares outstanding under the 1996 Plan and
there were no additional shares under the 1996 Plan available for future grant.

The GTI Corporation 1996 Stock Option Plan II for a Non-Employee Director (the
"1996 Plan II") provides for the grant of nonstatutory stock options covering a
member of the Board of Directors who has been elected by the Company's
stockholders and who is not a full-time employee of the Company or any of its
subsidiaries, subject to the limitation that no eligible director may be granted
nonstatutory stock options for more than 25,000 shares. The 1996 Plan provides
that the exercise price of each nonstatutory stock option must not be less than
the fair-market value of the Common Stock on the date of grant. Further, the
options are exercisable immediately and have a 10 year term. Mr. Maud received a
grant of 25,000 shares under the 1996 Plan II in December 1996. As of March 1,
1997, there were stock options outstanding under the 1996 Plan II for 25,000
shares and there were no additional shares under the 1996 Plan II available for
future grant.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee was at any time during the 1997 fiscal
year or at any other time an officer or employee of the Company. Messrs. Venter
and Curtis serve as directors of Telemetrix PLC. No other director of the
Company served on a compensation committee of a Board of Directors of any entity
that has one or more executive officers serving as a member of the Company's
Board of Directors or the Compensation Committee.

Item 12. Security Ownership of Certain Beneficial Owners and Management

AGGREGATE STOCK OWNERSHIP OF DIRECTORS AND OFFICERS

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of March 1, 1998, by (i) each Director of the
Company and each of the Executive Officers of the Company and its subsidiaries,
and (ii) all Directors and Executive Officers of the Company as a group. The
table is based upon information supplied by the Directors and Executive
Officers. Unless otherwise indicated, each of the listed persons has sole voting
and sole investment power with respect to the shares beneficially owned, subject
to community property laws where applicable.
    


                                       9
<PAGE>   11
   
<TABLE>
<CAPTION>
Name of Beneficial Owner or      Amount and Nature of        Percent of Class as of      Percent of Total
Identity of Group                Beneficial Ownership(1)              March 1, 1998          Voting Power
----------------------------------------------------------------------------------------------------------
<S>                                           <C>                               <C>                   <C>
Timothy M. Curtis(2)                           10,000                           <1%                   <1%
Edmund B. Fitzgerald                           15,000                           <1%                   <1%
Albert J. Hugo-Martinez(3)                     88,500                           <1%                   <1%
Michael Hollabaugh                             12,500                           <1%                   <1%
William Kopenhaver                             10,000                           <1%                   <1%
Kenneth E. Maud                                60,000                           <1%                   <1%
Bruce C. Myers(4)                              15,000                           <1%                   <1%
William Staunton                               10,000                           <1%                   <1%
Robert E. Venter(2)                            12,000                           <1%                   <1%
All directors and Executive 
Officers as a group (9 persons)               233,000                          2.6%                  2.2%
</TABLE>
    

   
(1) Includes only common shares that such person has the right to acquire under
Option Plans which are exercisable within 60 days of March 1, 1998 unless
otherwise indicated by footnote. 

(2) Messrs. Curtis and Venter are members of the six member Board of Directors
of Telemetrix PLC. Telemetrix PLC beneficially owns 4,294,300 shares of Common
Stock and 8,110 shares of Preferred Stock. See also Note 1 to Principal
Stockholders.

(3) Includes 3,500 common shares owned by Martinez Family Trust.

(4) Includes 5,000 common shares owned.

PRINCIPAL STOCKHOLDERS

To the knowledge of the Company's management, only the following persons owned
of record or beneficially more than five percent of the outstanding shares of
Common Stock and Preferred Stock as of March 1, 1998:
    

   
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner or                               Amount and Nature of     Percent of Class       Percent of
Identity of Group                                Title of Class       Beneficial Ownership  as of March 1, 1998       Total Vote
---------------------------------------------------------------------------------------------------------------- ----------------
<S>                                              <C>                  <C>                   <C>                       <C>  
Telemetrix PLC(1)(2)                               Common Stock                  4,444,300                48.7%            40.3%
Knaves Beech Estate 
Loudwater, High Wycombe, 
Bucks, HP10 9QZ,                                 Preferred Stock                      8,110               100.0%            17.3%
United Kingdom                                            Total                                                             ----
                                                                                                                            57.6%
                                                                                                                            ====

Dimensional Fund                                   Common Stock                    562,400                 6.3%             5.2%
Advisors Inc. (3)
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
</TABLE>
    

   
(1) The Company has been advised that 47.1% of the capital stock of Telemetrix
PLC is owned by Dr. William P. Venter (a citizen of South Africa), related
family trusts and corporations and Allied Electronics Corporation Limited
("Allied"), a publicly held South African corporation of which Dr. Venter owns
more than a majority of the outstanding shares of capital stock. Dr. Venter is
also a director of Telemetrix PLC as are Messrs. Curtis and Robert E. Venter.
Dr. Venter is the father of Robert E. Venter. (2)Of the common shares owned by
Telemetrix, 3,844,300 shares of Common Stock are held by Telemetrix Investments
Limited, a wholly owned subsidiary of Telemetrix PLC, and 450,000 shares of
Common Stock are held by Telemetrix Overseas Investments BV, another wholly
owned subsidiary of Telemetrix PLC. 
    



                                       10
<PAGE>   12

   
The common shares reflected herein also includes a warrant exercisable for
150,000 shares of the Company's Common Stock (See "Certain Relationships and
Related Party Transactions"). All of the preferred stock owned by Telemetrix are
held by Telemetrix Investments Limited, a wholly owned subsidiary of Telemetrix
PLC. (3) Dimensional Fund Advisors Inc. (Dimensional), a registered investment
advisor, is deemed to have beneficial ownership of these shares, all of which
shares are held in portfolios of DFA Investment Dimensions Group Inc., a
registered open end investment company, or in a series of the DFA Investment
Trust Company, a Delaware business trust, or the DFA Group Trust and DFA
Participation Trust, investment vehicles for qualified employee benefit plans,
all of which Dimensional Fund Advisors Inc. serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares.

Item 13. Certain Relationships and Related Transactions

In February 1997, the Company and Valor Electronics, Inc. a wholly-owned
subsidiary of the Company ("Valor") entered into a certain Note Purchase
Agreement (the "Note") and related Common Stock Purchase Warrant Agreement with
Telemetrix PLC. According to the terms of the Note, Telemetrix PLC loaned to
Valor $2.5 million to be repaid in four equal semi-annual installments
commencing in August 1997 plus interest at the prime rate of interest plus 4%
(11.5% at March 1, 1998). Additionally, the Company granted to Telemetrix PLC a
warrant (the "Warrant") for 150,000 shares of Common Stock at an exercise price
of $6.00 per share. The Warrant is exercisable at any time and expires 30 days
after the Note is paid in full. The Company believes that the terms and
conditions of such financing transaction were as favorable to the Company as
those it would have received from an unrelated third party.

GTI Board members Messrs. Curtis and Venter are members of the six member Board
of Directors of Telemetrix PLC. Telemetrix PLC beneficially owns 4,294,300
shares of Common Stock and 8,110 shares of Preferred Stock.
    



                                       11
<PAGE>   13
                                    PART IV


ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K

      (a) Consolidated Financial Statement Schedules

          The Report of Independent Public Accountants and the related financial
          statement schedule appear on pages F-2 and F-3, respectively, hereon.

      (b) Exhibits

          The documents listed on the Exhibit Index appearing at pages 8 through
          15 of this Report are filed herewith.  The 1998 Proxy Statement shall
          be deemed to have been "filed" only to the extent portions thereof are
          expressly incorporated herein by reference. Copies of the exhibits
          listed in the Exhibit Index will be furnished, upon request, to
          holders or beneficial owners of the Company's Common Stock as of March
          20, 1998, subject to payment in advance of a fee of $.15 per page to
          reimburse the Company for reproduction costs.

          Each management contract or compensatory plan or arrangement listed in
          the Exhibit Index has been marked with the letter "C" to identify it
          as such.

      (c) Reports on Form 8-K

          The Company filed no reports on Form 8-K during the fourth quarter of
          1997.


                                       12
<PAGE>   14





                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                    GTI CORPORATION



   
               By:  /s/  Albert J. Hugo-Martinez                 May 11, 1998
    
                    ----------------------------
                    Albert J. Hugo-Martinez
                    President and
                    Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.



   
<TABLE>
<S>                           <C>                                           <C>
/s/  Timothy M. Curtis                          Director                    May 11, 1998
----------------------------
Timothy M. Curtis

/s/  Edmund B. Fitzgerald                       Director                    May 11, 1998
----------------------------
Edmund B. Fitzgerald

/s/  Albert J. Hugo-Martinez                   President                    May 11, 1998
----------------------------       Chief Executive Officer & Director
Albert J. Hugo-Martinez              (Principal Executive Officer)
                                   

/s/ Kenneth E. Maud                 Chairman of the Board & Director        May 11, 1998
----------------------------
Kenneth E. Maud

/s/  Bruce C. Myers                Vice President - Finance and Chief       May 11, 1998
----------------------------               Financial Officer
Bruce C. Myers                (Principal Financial and Accounting Officer)
                              

/s/  Robert E. Venter                           Director                    May 11, 1998
----------------------------
Robert E. Venter
</TABLE>
    


                                       13
<PAGE>   15



                                 EXHIBIT INDEX

The following Exhibits to this report are filed herewith, or if marked with an
asterisk (*), are incorporated herein by reference.  Each management contract
or compensatory plan or arrangement has been marked with the letter "C" to
identify it as such.


<TABLE>
<CAPTION>
                                   MANAGEMENT
                                   CONTRACT OR        PRIOR FILING OR
EXHIBIT                           COMPENSATORY        SEQUENTIAL PAGE
NUMBER       DESCRIPTION       PLAN OR ARRANGEMENT     NUMBER HEREIN
-------  --------------------  -------------------  --------------------
<S>      <C>                   <C>                  <C>
                                                    Exhibit 3.01 to
  3.1    *Certificate of                            Form 8-B filed with
         Incorporation of                           the Commission on
         GTI Corporation                            July 11, 1987**

  3.2    *Certificate of                            Exhibit 3.02 to
         Merger of GTI                              Form 8-B filed with
         Corporation into                           the Commission on
         GTI Delaware, Inc. as                      July 11, 1987**
         filed with Delaware
         Secretary of State

  3.3    *Articles of Merger                        Exhibit 4.01 to
         of GTI Corporation                         Report on Form 8-K
         into GTI Delaware, Inc. as                 dated November 2,
         filed with Rhode                           1988**
         Island Secretary of
         State

  3.4    *Certificate of                            Exhibit 4.01 to
         Designation of the                         Report on Form 8-K
         $35.00 Cumulative                          dated November 2,
         Convertible                                1988**
         Preferred Stock
         By-Laws of GTI
         Corporation, as
         amended

  3.5    *By-Laws of GTI                            Exhibit 3.5 to
         Corporation, as                            Annual Report on
         amended as of                              Form 10-K for year
         February 26, 1992                          ended December 31,
                                                    1991**

  4.1    *Credit Agreement                          Exhibit 4.1 to
         and Note dated as                          Annual Report on
         of December 1,                             Form 10-K for year
         1992, between GTI                          ended December 31,
         Corporation and                            1991**
         Union Bank

  4.2    *First Amendment to                        Exhibit 99.02 to
         Credit Agreement                           Amendment No. 1 to
         and Note between                           Registration
         GTI Corporation and                        Statement on Form
         Union Bank dated                           S-3 (No. 33-65086)
         May 7, 1993                                filed on July 16,
                                                    1993

  4.3    *Second Amendment                          Exhibit 99.03 to
         to Credit Agreement                        Amendment No. 1 to
         and Note between                           Registration
         the Company and                            Statement on Form
         Union Bank dated                           S-3 (No. 33-65086)
         July 15, 1993                              filed on July 16,
                                                    1993

  4.4    *Third Amendment to                        Exhibit 4.4 to
         Credit Agreement                           Annual Report on
         and Note dated as                          Form 10-K for year
         of March 24, 1994                          ended December 31,
                                                    1993**

 10.1    *GTI Corporation               C           Exhibit 4.4 to
         1980 Employee Stock                        Annual Report on
         Option Plan                                Form 10-K for year
                                                    ended December 31,
                                                    1993**
</TABLE>

** Commission File No. 1-4289.

                                       14
<PAGE>   16




<TABLE>
<CAPTION>
                                                      MANAGEMENT
                                                      CONTRACT OR
                                                     COMPENSATORY         PRIOR FILING OR 
EXHIBIT                                                 PLAN OR           SEQUENTIAL PAGE
NUMBER           DESCRIPTION                          ARRANGEMENT         NUMBER HEREIN
------           -----------                         ------------         ---------------
<S>    <C>                                           <C>            <C>
10.2   *Amendments to 1980 Employees                      C         Exhibit 10.1 to
       Stock Option Plan adopted May 8, 1981                        Post-Effective Amendment No.
                                                                    1 to Form S-8 Registration
                                                                    Statement (No. 2-68202) filed
                                                                    on May 12, 1981

10.3   *Amendments to 1980 Employees                      C         Exhibit 4.03 to Post-Effective
       Stock Option Plan dated June 4, 1987                         Amendment No. 2 to Form S-8
                                                                    Registration Statement (No.
                                                                    2-68202) filed on July 1,
                                                                    1987

10.4   *Amendment to 1980 Employees                       C         Exhibit 4.03 to
       Stock Option Plan dated December 13, 1989                    Post-Effective Amendment No.
                                                                    3 to Form S-8 Registration
                                                                    Statement (No. 2-68202) filed
                                                                    on May 7, 1990

10.5   *Amendment to 1980 Employees Stock Option          C         Exhibit 10.5 to Annual Report
       Plan dated February 9, 1994                                  on Form 10-K for the year
                                                                    ended December 31, 1993**

10.6   *GTI Corporation 1982 Employees Stock              C         Exhibit 10.5 to Annual Report
       Option Plan                                                  on Form 10-K for the year
                                                                    ended December 31, 1992**

10.7   *Amendments to 1982 Employees Stock Option         C         Exhibit 5.01 to
       Plan adopted June 4, 1987                                    Post-Effective Amendment No.
                                                                    1 to Form S-8 Registration
                                                                    Statement (No. 2-86797) filed
                                                                    on July 1, 1987

10.8   *Amendment to 1982 Employees Stock Option          C         Exhibit 4.03 to
       Plan adopted May 3, 1990                                     Post-Effective Amendment No.
                                                                    2 to Form S-8 Registration
                                                                    Statement (No. 2-86797) filed
                                                                    on May 7, 1990

10.9   *Amendment to 1982 Employees Stock Option          C         Exhibit 10.9 to Annual Report
       Plan dated February 9, 1994                                  on Form 10-K for the year
                                                                    ended December 31, 1993**

10.10  *GTI Corporation 1985 Stock Option Plan for        C         Exhibit A to definitive Proxy
       Non-Employee Directors                                       Statement dated March 28,
                                                                    1986

10.11  *Amendment to GTI Corporation 1985 Stock           C         Exhibit 10.11 to Annual
       Option Plan for Non-Employee Directors                       Report on Form 10-K for year
                                                                    ended December 31, 1993**

10.12  *GTI Corporation Stock Incentive Plan (1989)       C         Exhibit 4.01 to Form S-8
                                                                    Registration Statement (No.
                                                                    33-34667) filed May 7, 1990
</TABLE>

** Commission File No. 1-4289.

                                       15



<PAGE>   17
<TABLE>
<CAPTION>
                                                 MANAGEMENT
                                                 CONTRACT OR
                                                COMPENSATORY            PRIOR FILING OR
EXHIBIT                                            PLAN OR              SEQUENTIAL PAGE
NUMBER           DESCRIPTION                     ARRANGEMENT             NUMBER HEREIN
------           -----------                    ------------            ---------------
<S>            <C>                              <C>                  <C>
10.13          *Amendment to GTI                      C              Exhibit 10.10 to
               Corporation Stock                                     Annual Report on
               Incentive Plan (1989)                                 Form 10-K for year
                                                                     ended December 31, 1991**

10.14          *Amendments to GTI                     C              Exhibit 10.14 to
               Corporation Stock                                     Annual Report on
               Incentive Plan (1989)                                 Form 10-K for year
                                                                     ended December 31, 1993**

10.15          *GTI Corporation                       C              Exhibit 4.01 to
               1989 Stock Option                                     Form S-8
               Plan for                                              Registration
               Non-Employee Directors                                Statement (No.33-34668) 
                                                                     filed May 7, 1990**

10.16          *Amended and                           C              Exhibit 10.13 to
               Restated Cash of                                      Annual Report on
               Deferred Profit                                       Form 10-K for year
               Sharing plan for                                      ended December 31,
               Employees of GTI                                      1991**
               Corporation and it Affiliates 
               
10.17          *Guarantee of GTI                                     Exhibit 10.13 to
               Corporation dated                                     Annual Report on
               September 24, 1982,                                   Form 10-K for year
               for the obligations                                   ended December 31,
               of GTI-Ireland, Ltd.                                  1992**
      
10.18          *Guarantee of GTI                                     Exhibit 10.14 to
               Corporation dated                                     Annual Report on
               July 10, 1982, to                                     Form 10-K for year
               Allied Irish Banks                                    ended December 31,
               Ltd. in relation to                                   1992**
               leasing machinery and
               equipment by
               GTI-Ireland Ltd.

10.19          *Allied Irish Banks                                   Exhibit 10.15 to
               Ltd. and                                              Annual Report on
               GTI-Ireland Ltd.                                      Form 10-K for year
               Master agreement                                      ended December 31,
               dated July 10, 1982,                                  1992**
               in relation to leasing 
               future equipment and
               machinery

10.20          *Agreement dated                                      Exhibit 10.16 to
               October 12, 1982,                                     Annual Report on
               among GTI-Ireland                                     Form 10-K for year
               Ltd., GTI                                             ended December 31,
               Corporation, and                                      1992**
               the industrial
               Development Authority 
               (of Ireland)

10.21          *Employment                            C              Exhibit 10.15 to
               Agreement dated                                       Annual Report on
               April 13, 1989,                                       Form 10-K for year
               between GTI                                           ended December 31,
               Corporation and                                       1989**
               Gary L. Luick

10.22          *Letter Agreement                      C              Exhibit 10.18 to
               dated May 12, 1990,                                   Annual Report on
               between GTI                                           Form 10-K for year
               Corporation and                                       ended December 31,
               Jack VanderKnyff                                      1992**

10.23          *Employment                            C              Exhibit 10.19 to
               Agreement dated                                       Annual Report on
               March 9, 1992,                                        Form 10-K for year
               between GTI                                           ended December 31,
               Corporation and R.                                    1992**
               Bert McClung

10.24          *Indemnification                                      Exhibit 10.20 to
               Agreement dated                                       Form 8-B filed with
               June 23, 1987,                                        the Commission on
               between GTI                                           July 11, 1987**
               Corporation and
               John C. Brittain

10.25          *Indemnification                                      Exhibit 10.24 to
               Agreement dated May 5, 1989,                          Annual Report on
               between GTI Corporation                               Form 10-K for year              
               and Gary L. Luick                                     ended December 31, 1989**
</TABLE>

** Commission File No. 1-4289.

                                       16




<PAGE>   18
<TABLE>
<CAPTION>
                                                 MANAGEMENT
                                                 CONTRACT OR
                                                COMPENSATORY             PRIOR FILING OR 
EXHIBIT                                            PLAN OR               SEQUENTIAL PAGE
NUMBER           DESCRIPTION                     ARRANGEMENT             NUMBER HEREIN
------           -----------                    ------------             ---------------
<S>              <C>                            <C>                  <C>
10.26            *Indemnification                                    Exhibit 19.5 to
                 Agreement dated                                     Report on Form 10-Q
                 August 27, 1990,                                    for quarter ended
                 between GTI                                         September 30, 1990**
                 Corporation and                                     
                 Douglas J. Downs

10.27            *Indemnification                                    Exhibit 10.24 to
                 Agreement dated                                     Annual Report on
                 August 27, 1991,                                    Form 10-K for year
                 between GTI                                         ended December 31, 1992**
                 Corporation and                                     
                 Andre R. Horn

10.28            *Indemnification                                    Exhibit 10.26 to
                 Agreement dated                                     Annual Report on
                 February 26, 1992,                                  Form 10-K for year
                 between GTI                                         ended December 31, 1992**
                 Corporation and                                     
                 Arthur S. Walsh

10.29            *Indemnification                                    Exhibit 10.27 to
                 Agreement dated May                                 Annual Report on
                 26, 1992, between                                   Form 10-K for year
                 GTI Corporation and                                 ended December 31, 1992**
                 Henry N. Huta                                       

10.30            *Indemnification                                    Exhibit 10.30 to
                 Agreement dated May                                 Annual Report on
                 12, 1993, between                                   Form 10-K for year
                 GTI Corporation and                                 ended December 31, 1993**
                 Jesse Rifkind                                       

10.31            *Indemnification                                    Exhibit 10.31 to
                 Agreement dated May                                 Annual Report on
                 12, 1993, between                                   Form 10-K for year
                 GTI Corporation and                                 ended December 31, 1993**
                 Edmund B.                                           
                 Fitzgerald

10.32            *Indemnification                                    Exhibit 10.32 to
                 Agreement dated May                                 Annual Report on
                 12, 1993, between                                   Form 10-K for year
                 GTI Corporation and                                 ended December 31, 1993**
                 Robert E. Venter                                    

10.33            *Indemnification                                    Exhibit 10.33 to
                 Agreement dated                                     Annual Report on
                 February 9, 1994,                                   Form 10-K for year
                 between GTI                                         ended December 31, 1993**
                 Corporation and                                     
                 Timothy M. Curtis

10.34            *Indemnification                                    Exhibit 10.34 to
                 Agreement dated May                                 Annual Report on
                 3, 1991, between                                    Form 10-K for year
                 GTI Corporation and                                 ended December 31, 1993**
                 Jack VanderKnyff                                    

10.35            *Indemnification                                    Exhibit 10.35 to
                 Agreement dated May                                 Annual Report on
                 15, 1992, between                                   Form 10-K for year
                 GTI Corporation and                                 ended December 31, 1993**
                 R. Bert McClung                                     

10.36            *Indemnification                                    Exhibit 10.36 to
                 Agreement dated                                     Annual Report on
                 August 1993 between                                 Form 10-K for year
                 GTI Corporation and                                 ended December 31, 1993**
                 Donald J. Moore                                     

10.37            *GTI Corporation                     C              Exhibit 10.25 to
                 Stock Option                                        Annual Report on
                 Agreement                                           Form 10-K for year
                 (Non-statutory                                      ended December 31, 1989**
                 Stock Options)                                      
                 dated as of May 5,
                 1989, between GTI
                 Corporation and
                 Gary L. Luick (1980 Plan)
</TABLE>

** Commission File No. 1-4289.

                                       17



<PAGE>   19

<TABLE>
<CAPTION>
                                   MANAGEMENT
                                   CONTRACT OR        PRIOR FILING OR
EXHIBIT                           COMPENSATORY        SEQUENTIAL PAGE
NUMBER       DESCRIPTION       PLAN OR ARRANGEMENT     NUMBER HEREIN
-------  --------------------  -------------------  --------------------
<S>      <C>                   <C>                  <C>
10.38    *GTI Corporation              C            Exhibit 10.25 to
         Stock Option                               Annual Report on
         Agreement                                  Form 10-K for year
         (Non-statutory                             ended December 31,
         Stock Options)                             1989**
         dated as of May 5,
         1989, between GTI
         Corporation and
         Gary L. Luick (1982         
         Plan)

10.39    *Management Shares            C            Exhibit 2.02 to
         Agreement dated as                         Report on Form 8-K
         of June 29, 1990,                          dated September 12,
         among GTI                                  1990
         Corporation, Valor
         Electronics, Inc.,
         and the
         Shareholders named
         therein

10.40    *Letter Agreement                          Exhibit 99.01 to
         dated June 22,                             Registration
         1993, relating to                          Statement on Form
         purchase of Valor                          S-3 (No. 33-65086)
         minority shares                            filed on June 25,
                                                    1993

10.41    *Letter Agreement             C            Exhibit 10.41 to
         dated September 2,                         Annual Report on
         1993, between GTI                          Form 10-K for year
         Corporation and                            ended December 31,
         John C. Brittain                           1993**

10.42    *GTI Corporation              C            Exhibit 10.42 to
         Key Executive                              Annual Report on
         Long-Term Incentive                        Form 10-K for year
         Plan and Trust                             ended December 31,
         Agreement                                  1993**

10.43    *Amendment to GTI             C            Exhibit 10.14 to
         Corporation 1989                           Annual Report on
         Stock Incentive                            Form 10-K for year
         Plan                                       ended December 31,
                                                    1993**

10.44    *Placement Agency                          Exhibit 1.1 Report
         Agreement dated                            on Form 8-K dated
         January 5, 1995,                           January 6, 1995
         between the Company
         and Needham &
         company, Inc., as
         Agent, including
         Subscription Form
         and Escrow
         Agreement

10.45    *Consent and Fifth                         Exhibit 99.1 to
         Amendment to Credit                        Report on Form 8-K
         Agreement and Note                         dated January 6,
         between the Company                        1995
         and Union Bank
         dated as of
         November 30, 1994

10.46    *Merger Agreement                          Exhibit 2.1 to
         dated as of October                        Report on Form 8-K
         15, 1994, among the                        dated January 6,
         Company,  GTI                              1995
         Acquisition Corp.,
         Promptus, and
         certain
         shareholders of
         Promptus

10.47    *Amendment dated as                        Exhibit 2.2 to
         of January 6, 1995                         Report on Form 8-K
         to Merger Agreement                        dated January 6,
         dated as of October                        1995
         15, 1994, among the
         Company, GTI
         Acquisition Corp.,
         Promptus, and
         certain
         shareholders of
         Promptus
</TABLE>

** Commission File No. 1-4289.

                                       18




<PAGE>   20
<TABLE>
<CAPTION>
                                   MANAGEMENT
                                   CONTRACT OR        PRIOR FILING OR
EXHIBIT                           COMPENSATORY        SEQUENTIAL PAGE
NUMBER       DESCRIPTION       PLAN OR ARRANGEMENT     NUMBER HEREIN
-------  --------------------  -------------------  --------------------
<S>      <C>                   <C>                  <C>
10.48    *Management Shares            C            Exhibit 10.48 to
         Agreement dated                            Annual Report on
         January 5, 1995,                           Form 10-K for year
         between the                                ended December 31,
         Company, Promptus                          1994
         Communications,
         Inc., and the
         Shareholders named
         therein

10.49    *Indemnification                           Exhibit 10.49 to
         Agreement dated                            Annual Report on
         October 12, 1994,                          Form 10-K for year
         between GTI                                ended December 31,
         Corporation and                            1994**
         Richard C. Barron

10.50    *Indemnification                           Exhibit 10.50 to
         Agreement dated                            Annual Report on
         February 15, 1995,                         Form 10-K for year
         between GTI                                ended December 31,
         Corporation and                            1994**
         Kirk D'Orazio

10.51    *Indemnification                           Exhibit 10.51 to
         Agreement dated                            Annual Report on
         February 15, 1995,                         Form 10-K for year
         between GTI                                ended December 31,
         Corporation and                            1994**
         Aurelio Lucci

10.52    *Amendment to                 C            Exhibit 10.52 to
         Employment                                 Annual Report on
         Agreement dated                            Form 10-K for year
         March 29, 1995,                            ended December 31,
         between GTI                                1994
         Corporation and
         Gary L. Luick

10.53    *Stock Purchase                            Exhibit 99.1 to
         Agreement dated                            Current Report on
         February 15, 1996,                         Form 8-K, as
         by and among GTI                           amended, dated
         Corporation and                            December 21, 1995
         Insulectro

10.54    *Asset Purchase                            Exhibit 99.1 to
         Agreement dated                            Current Report on
         December 16, 1995,                         Form 8-K, as
         by and among GTI                           amended, dated
         Corporation and                            December 21, 1995
         Component
         InterTechnologies,
         Inc.

10.55    *Consent and Sixth                         Exhibit 10.55 to
         Amendment to Credit                        the Annual Report
         Agreement and Note                         on Form 10-K for
         between the Company                        the year ended
         and Union Bank                             December 31, 1995
         dated June 29, 1995

10.56    *Consent and                               Exhibit 10.56 to
         Seventh Amendment                          the Annual Report
         to Credit Agreement                        on Form 10-K for
         and Note between                           the year ended
         the Company and                            December 31, 1995
         Union Bank dated
         December 19, 1995

10.57    *Consent and Eight                         Exhibit 10.57 to
         Amendment to Credit                        the Annual Report
         Agreement and Note                         on Form 10-K for
         between the company                        the year ended
         and Union Bank                             December 31, 1995
         dated February 15,
         1996

10.58    *Indemnification                           Exhibit 10.58 to
         Agreement dated May                        the Annual Report
         10, 1995, between                          on Form 10-K for
         GTI Corporation and                        the year ended
         Kenneth E. Maud                            December 31, 1995

10.59    Employment                    C            Exhibit 10.59 to
         Agreement effective                        the Annual Report
         March 13, 1996,                            on Form 10-K for
         between GTI                                the year ended
         Corporation and                            December 31, 1996
         Albert J.
         Hugo-Martinez
</TABLE>

** Commission File No. 1-4289.

                                       19




<PAGE>   21
<TABLE>
<CAPTION>
                                                        MANAGEMENT
                                                       CONTRACT OR         PRIOR FILING OR
EXHIBIT                                                COMPENSATORY        SEQUENTIAL PAGE
NUMBER            DESCRIPTION                      PLAN OR ARRANGEMENT      NUMBER HEREIN
-------           -----------                      -------------------  --------------------
<S>     <C>                                     <C>                     <C>
10.60   Waiver And Ninth Amendment to Credit                            Exhibit 10.60 to
        Agreement and Note Between Union Bank                           the Annual Report
        and the Company                                                 on Form 10-K for
                                                                        the year ended
                                                                        December 31, 1996

10.61   *Note Purchase Agreement dated February                         Exhibit 10.1 to
        11, 1997 between Valor Electronics, Inc.                        Current Report on
        and Telemetrix PLC                                              Form 8-K dated
                                                                        February 11, 1997

10.62   *Secured Promissory Note dated February                         Exhibit 10.2 to
        11, 1997 between Valor Electronics, Inc.                        Current Report on
        and Telemetrix PLC                                              Form 8-K dated
                                                                        February 11, 1997

10.63   *Subordination Agreement dated February                         Exhibit 10.3 to
        11, 1997 between Valor Electronics, Inc.                        Current Report on
        and Telemetrix PLC                                              Form 8-K dated
                                                                        February 11, 1997

10.64   Indemnification Agreement dated March                           Exhibit 10.64 to
        13, 1996, between GTI Corporation and                           the Annual Report
        Albert Hugo-Martinez                                            on Form 10-K for
                                                                        the year ended
                                                                        December 31, 1996

10.65   Stock Purchase Agreement dated March 24,                        Exhibit 10.65 to
        1997 between GTI Corporation and                                the Annual Report
        Promptus Communications, Inc.                                   on Form 10-K for
                                                                        the year ended
                                                                        December 31, 1996

10.66   Asset Purchase Agreement dated March 25,                        Exhibit 10.1 to
        1997 between GTI Corporation and                                Current Report on
        VideoServer, Inc.                                               Form 8-K dated
                                                                        April 28, 1997

10.67   Note Purchase Agreement dated February                          Exhibit 10.1 to
        10, 1997 between GTI Corporation, Valor                         Current Report on
        Electronics, Inc. and Telemetrix PLC                            Form 8-K dated
                                                                        February 11, 1997

10.68   Secured Promissory Note dated February                          Exhibit 10.2 to
        10, 1998 between Valor Electronics, Inc.                        Current Report on
        and Telemetrix PLC                                              Form 8-K dated
                                                                        February 11, 1997

10.69   Subordination Agreement dated February                          Exhibit 10.3 to
        10, 1998 between Valor Electronics,                             Current Report on
        Inc., Telemetrix PLC and Union Bank of                          Form 8-K dated
        California, N.A.                                                February 11, 1997

 13     The Company's Annual Report to
        Shareholder's for the year ended
        December 31, 1997 expressly incorporated
        by reference herein

21.1    List of Subsidiaries of the Registrant

23.1    Consent of Independent Public Accountants
</TABLE>

** Commission File No. 1-4289.

                                       20




<PAGE>   22
<TABLE>
<CAPTION>
                                   MANAGEMENT
                                   CONTRACT OR        PRIOR FILING OR
EXHIBIT                           COMPENSATORY        SEQUENTIAL PAGE
NUMBER       DESCRIPTION       PLAN OR ARRANGEMENT     NUMBER HEREIN
-------  --------------------  -------------------  --------------------
<S>      <C>                   <C>                  <C>
99.1     *Letter Agreement                          Exhibit 28.01 to
         dated August 25,                           Registration
         1992, between GTI                          Statement on Form
         Corporation and                            S-3 (No. 33-52386)
         Telemetrix PLC, re:                        filed September 24,
         California tax                             1992
         matter
</TABLE>

** Commission File No. 1-4289.

                                       21