<PAGE>   1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended      December 31, 1997
                              -------------------------------------------------
                                       or

[ ] 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:                            1-8988
                        -------------------------------------------------------

                             ECC International Corp.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                       23-1714658
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)            

175 Strafford Avenue, Suite 116, Wayne, PA                           19087-3377
--------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)

                                 (610) 687-2600
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)

     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 twelve 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.

                                                         [X] Yes     [ ] No

     As of December 31, 1997, there were 8,204,091 shares of the Registrant's
Common Stock, $.10 par value per share, issued and outstanding.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



<PAGE>   2


                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   SIX MONTHS ENDED DECEMBER 31, 1997 AND 1996
                 (In Thousands Except Share and Per Share Data)
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                             Six Months      Six Months
                                                               Ended           Ended
                                                             12/31/97        12/31/96  
                                                             --------        --------

<S>                                                          <C>              <C>    
Net Sales                                                    $24,676          $43,579

Cost of Sales                                                 19,787           36,003
                                                             -------          -------

Gross Profit                                                   4,889            7,576
                                                             -------          -------

Expenses:
   Selling, General & Administrative                           6,223            5,981
   Systems Development                                         1,526              398
                                                             -------          -------

       Total Expenses                                          7,749            6,379
                                                             -------          -------

Operating (Loss)/Income                                       (2,860)           1,197
                                                             -------          -------

Other Income (Expense):
   Interest Income                                                88              103
   Interest Expense                                             (673)            (906)
   Other - Net                                                    (9)              20
                                                             -------          -------

       Total Other Expense                                      (594)            (783)
                                                             -------          -------

(Loss)/Income from Continuing Operations
   Before Income Taxes                                        (3,454)             414

(Benefit)/Provision for Income Taxes                            (754)             727
                                                             -------          -------

Loss from Continuing Operations                               (2,700)            (313)

Discontinued Operations:
   Loss from Operations (net of applicable income tax
   benefit of $734 in 1996)                                       --           (1,121)
   Loss on Disposal (net of applicable income tax
   benefit of $199 in 1997)                                     (370)              --

Net Loss                                                     $(3,070)         $(1,434)
                                                             =======          =======
Loss Per Common Share - Basic and
  Assuming Dilution
Loss Per Common Share
       from Continuing Operations                            $ (0.33)         $ (0.04)
Loss Per Common Share
       from Discontinued Operations                          $ (0.05)         $ (0.14)

Net Loss Per Common Share                                    $ (0.38)         $ (0.18)
                                                             =======          =======
</TABLE>


        See accompanying notes to the consolidated financial statements.


<PAGE>   3


                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  THREE MONTHS ENDED DECEMBER 31, 1997 AND 1996
                 (In Thousands Except Share and Per Share Data)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                             Three Months      Three Months
                                                                Ended              Ended
                                                               12/31/97          12/31/96
                                                               --------          --------

<S>                                                            <C>                <C>    
Net Sales                                                      $12,520            $21,153

Cost of Sales                                                   10,313             18,477
                                                               -------            -------

Gross Profit                                                     2,207              2,676
                                                               -------            -------

Expenses:
   Selling, General & Administrative                             3,311              2,950
   Systems Development                                             843                247
                                                               -------            -------

       Total Expenses                                            4,154              3,197
                                                               -------            -------

Operating Loss                                                  (1,947)              (521)
                                                               -------            -------

Other Income (Expense):
   Interest Income                                                   5                 56
   Interest Expense                                               (283)              (466)
   Other - Net                                                      58                 33
                                                               -------            -------

       Total Other Expense                                        (220)              (377)
                                                               -------            -------

Loss from Continuing Operations
   Before Income Taxes                                          (2,167)              (898)

(Benefit)/Provision for Income Taxes                              (460)               155
                                                               -------            -------

Loss from Continuing Operations                                 (1,707)            (1,053)

Discontinued Operations:
   Loss from Operations (net of applicable income tax
   benefit of $391 in 1996)                                       --                 (595)
   Loss on Disposal (net of applicable income tax
   benefit of $199 in 1997)                                       (370)              --

Net Loss                                                       $(2,077)           $(1,648)
                                                               =======            =======

Loss Per Common Share - Basic and
  Assuming Dilution
Loss Per Common Share
       from Continuing Operations                              $ (0.21)           $ (0.13)
Loss Per Common Share
       from Discontinued Operations                            $ (0.05)           $ (0.08)

Net Loss Per Common Share                                      $ (0.26)           $ (0.21)
                                                               =======            =======
</TABLE>

        See accompanying notes to the consolidated financial statements.


<PAGE>   4


                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                                (Unaudited)                 (Audited)
                                                                  12/31/97                   6/30/97
                                                                  --------                   -------
ASSETS

<S>                                                               <C>                        <C>    
Current Assets:
   Cash                                                           $ 2,076                    $ 3,888
   Accounts Receivable, Net                                         6,920                      9,189
   Costs and Estimated Earnings in Excess
    of Billings on Uncompleted Contracts                           22,613                     25,497

   Inventories
       Raw Material                                                 3,894                      5,062
       Work in Process                                              2,623                      2,326
       Finished Goods                                               1,290                      2,278

   Prepaid Expenses and Other                                       5,914                      5,406
                                                                  -------                    -------

       Total Current Assets                                        45,330                     53,646

Property, Plant and Equipment - Net                                22,722                     26,119

Other Assets                                                        2,310                      2,269
                                                                  -------                    -------

       Total Assets                                               $70,362                    $82,034
                                                                  =======                    =======

</TABLE>


                                                              Continued...



<PAGE>   5


                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (Continued)
                                 (In Thousands)
<TABLE>
<CAPTION>

                                              (Unaudited)        (Audited)
                                               12/31/97           6/30/97
                                               --------           -------
LIABILITIES & STOCKHOLDERS' EQUITY
<S>                                             <C>              <C>    
Current Liabilities:
     Current Portion of Long-Term Debt          $11,098          $ 2,250
     Accounts Payable                             3,748            4,846
     Advances on Long-Term Contracts              6,035            4,551
     Accrued Expenses                             4,903            6,642
                                                -------          -------

          Total Current Liabilities              25,784           18,289
                                                -------          -------

Deferred Income Taxes                             1,559            1,559
                                                -------          -------

Long-Term Debt                                     --             16,640
                                                -------          -------

Commitments and Contingencies

Stockholders' Equity:
     Common stock, $.10 par; authorized
       20,000,000 shares at 12/31/97 and
       6/30/97; issued and outstanding,
       8,204,091 shares at 12/31/97 and
       8,046,707 at 6/30/97                         822              805
     Preferred stock, $.10 par; authorized
       1,000,000 shares at 12/31/97 and at
       6/30/97; none issued and outstanding
       at 12/31/97 and 6/30/97                       --               --
     Capital in Excess of Par                    24,437           23,935
     Retained Earnings                           17,679           20,749
     Cumulative Translation Adjustment               81               57
                                                -------          -------

Total Stockholders' Equity                       43,019           45,546
                                                -------          -------

Total Liabilities & Stockholders' Equity         70,362          $82,034
                                                =======          =======

</TABLE>


        See accompanying notes to the consolidated financial statements.


<PAGE>   6



                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE SIX MONTHS ENDED
                           DECEMBER 31, 1997 AND 1996
                                 (In Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   Six Months        Six Months
                                                                     Ended             Ended
                                                                    12/31/97          12/31/96
                                                                    --------          --------

<S>                                                                 <C>               <C>     
Cash Flows From Operating Activities:
     Net Loss                                                       $(3,070)          $(1,434)
     Items Not Requiring Cash:
     Depreciation                                                     2,284             2,250
     Provision for Discontinued Operations                              569              --
Changes in Certain Assets and Liabilities:
     Accounts Receivable                                                432             4,088
     Cost and Estimated Earnings in Excess
          of Billings on Uncompleted Contracts                        2,884            (3,786)
     Inventories                                                     (1,879)           (1,088)
     Prepaid Expenses and Other                                        (508)             (263)
     Accounts Payable                                                (1,098)           (1,941)
     Advances on Long-Term Contracts                                  1,484             4,208
     Accrued Expenses                                                (1,615)           (1,085)
                                                                    -------           -------

Net Cash (Used In)/Provided By Operating Activities                    (517)              949
                                                                    -------           -------

Cash Flows From Investing Activities:
     Proceeds from Sale of Discontinued Operations                    7,881              --
     Additions to Property, Plant and Equipment                      (1,886)           (2,485)
     Other                                                              (17)              381
                                                                    -------           -------

Net Cash Provided By/(Used In) Investing Activities                   5,978            (2,104)
                                                                    -------           -------

Cash Flows From Financing Activities:
     Proceeds From Issuance of Common Stock, Options
     Exercised and Warrants, Including Related Tax Benefit              519               501
     Repayments under Term Loan                                      (2,250)           (1,500)
     Borrowings under Revolving Credit Facility, Net                 (5,542)            2,946
                                                                    -------           -------

Net Cash  (Used In)/Provided By Financing Activities                 (7,273)            1,947
                                                                    -------           -------

Net (Decrease)/Increase in Cash                                      (1,812)              792

Cash at Beginning of the Period                                       3,888             5,057
                                                                    -------           -------

Cash at End of the Period                                           $ 2,076           $ 5,849
                                                                    =======           =======
</TABLE>


                                                                Continued...


<PAGE>   7


                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE SIX MONTHS ENDED
                     DECEMBER 31, 1997 AND 1996 (Continued)
                                 (In Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         Six Months    Six Months
                                                           Ended         Ended
                                                          12/31/97      12/31/96
                                                          --------      --------

<S>                                                         <C>           <C> 
Supplemental Disclosure of  Cash Flow Information:
 Cash Paid During the Year For:
     Interest                                               $707          $883
     Income Taxes                                           $ --          $922

Supplemental Schedule of
  Non Cash Financing Activities:

Issuance of Employee Stock Incentives                       $421          $ --
Issuance of Director Equity Compensation                    $ 41          $ --

</TABLE>





        See accompanying notes to the consolidated financial statements.


<PAGE>   8

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



1.   The accompanying statements are unaudited and have been prepared by ECC
     pursuant to the rules and regulations of the Securities and Exchange
     Commission. The June 30, 1997 consolidated balance sheet was derived from
     audited financial statements but does not include all disclosures required
     by generally accepted accounting principles. In the opinion of management
     the accompanying unaudited consolidated financial statements contain all
     adjustments, consisting of only normal recurring adjustments, necessary to
     present fairly the consolidated financial position, results of operations
     and cash flows for the interim period presented. These unaudited
     consolidated financial statements should be read in conjunction with the
     consolidated financial statements and footnotes thereto in the Company's
     Annual Report on Form 10-K for the fiscal year ended June 30, 1997.

2.   Basic loss per common share is computed by dividing net loss available to
     common shareholders by the weighted-average number of common shares
     outstanding during the period. Diluted loss per share is computed by
     dividing net loss available to common shareholders by the weighted-average
     number of common shares outstanding during the period adjusted for the
     number of shares that would have been outstanding if the dilutive potential
     common shares had been issued. The diluted loss per share does not assume
     the exercise of options that would have an antidilutive effect on earnings
     per share.

     The weighted-average number of common shares outstanding for the basic and
     diluted per share calculations are identical since the assumed exercise of
     options would be antidilutive.

     The weighted-average number of common shares outstanding for each period
     presented are as follows:
<TABLE>
<CAPTION>

                                         12/31/97                   12/31/96
                                         --------                   --------
<S>                                     <C>                        <C>      
       Three-months ended               8,157,716                  7,872,223

       Six-months ended                 8,138,517                  7,853,740
</TABLE>


3.   The Company did not comply with the minimum fixed charge coverage ratio at
     September 30, 1997 or December 31, 1997 under its Term Loan and Revolving
     Credit Agreement and, accordingly, has received irrevocable waivers with
     respect to such covenant from its bank lender. The Company made the two
     final required payments on its term loan totaling $2,250,000 during the
     first quarter of fiscal year 1998.

     On November 25, 1997, the Company executed an amendment to its Revolving
     Credit Agreement whereby the maximum aggregate principal amount of
     advances, including the face amount of Letters of Credit, was reduced from
     $25 million to $15 million. In addition, the Company was required to pay $6
     million on the Revolving Credit Agreement with proceeds from the sale of
     certain assets of the vending operation.


<PAGE>   9


     The Company's bank lenders also extended the Revolving Credit Agreement's
     expiration date to October 1, 1998. Pending re-negotiation of the Revolving
     Credit Agreement, outstanding amounts due under the Agreement are
     classified as current liabilities in the consolidated balance sheet at
     December 31, 1997.

4.   In February 1997, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
     ("SFAS 128"). SFAS 128 specifies new standards designed to improve the
     earnings per share ("EPS") information provided in financial statements by
     simplifying the existing computational guidelines, revising the disclosure
     requirements, and increasing the comparability of EPS data on an
     international basis. Changes made to simplify the EPS computation include:
     eliminating the presentation of primary EPS and replacing it with basic
     EPS, with the principal difference being that common stock equivalents are
     not considered in computing basic EPS. The Company adopted this standard
     during the second quarter of fiscal year 1998. There was no significant
     change in loss per share as a result of the adoption of this standard. Loss
     per share amounts for all periods presented were restated to conform to the
     SFAS 128 requirements.

5.   On November 25,1997, the Company completed the sale of the fixed assets,
     inventory and trade receivables of the Company's vending operation.
     Proceeds from the sale of the vending operation were used to reduce the
     Company's debt.

     Operating results have been segregated in the accompanying consolidated
     statements of operations. Net losses for the six and three-month periods
     ended December 31, 1997 were included as a component of discontinued
     operations in the Company's June 30, 1997 consolidated financial
     statements. Discontinued operations at June 30, 1997 included management's
     best estimates of the amounts expected to be realized on the sale of the
     vending operation, the costs directly associated with the disposal of the
     operation, as well as the operating losses expected to be incurred during
     the phase-out period.

     During the second quarter of fiscal year 1998, the Company recorded an
     additional provision for the estimated loss on disposal of discontinued
     operations of $370,000, after-tax. This change in the estimated loss
     resulted primarily from additional costs associated with the consummation
     of the sale of the fixed assets, inventory and trade receivables of the
     vending operation.

<PAGE>   10


                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


          OVERVIEW

          This Quarterly Report on Form 10-Q contains forward-looking statements
          within the meaning of Section 21E of the Securities Exchange Act of
          1934, as amended. For this purpose, any statements contained herein
          that are not statements of historical fact may be deemed to be
          forward-looking statements. Without limiting the foregoing, the words
          "believes," "anticipates," "plans," "expects," and similar expressions
          are intended to identify forward-looking statements. There are a
          number of factors that could cause the Company's actual results to
          differ materially from those indicated by such forward-looking
          statements. These factors include, without limitation, those set forth
          below under the caption "Certain Factors that May Affect Future
          Operating Results."

     a)   MATERIAL CHANGES IN FINANCIAL CONDITION.

          During the six-month period ended December 31, 1997, the Company's
          principal sources of cash were proceeds from the sale of certain
          assets of the vending operation, billings and receipts on costs and
          estimated earnings in excess of billings on uncompleted contracts and
          advances on contracts in the UK subsidiary. The principal uses of
          these funds were to make the final payments on the term loan, pay down
          the revolving credit agreement, reduce accounts payable and accrued
          expenses, finance the increase in inventories and to fund improvements
          to the Orlando facility.

          Accounts receivable, raw material, and property, plant and equipment
          decreased as a result of the sale of these items in connection with
          the disposal of the vending operation. (See Note 5 to the Consolidated
          Financial Statements.)

          Costs and estimated earnings in excess of billings on uncompleted
          contracts decreased due to the completion or near completion of
          several contracts in the domestic training division.

          Work in process inventory increased primarily due to unabsorbed
          overhead. Overhead is absorbed on an annualized projected rate.
          Management expects that volume during the remaining fiscal 1998
          quarters will support the currently budgeted overhead rate.

          Finished goods inventory decreased as a result of the sale of vending
          units inventoried at June 30, 1997.

          Prepaid expenses and other increased primarily due to the federal tax
          benefit recorded for the federal net operating loss realized during
          the six-month period ended December 31, 1997.

          Advances on long-term contracts increased as a result of payments
          received in advance of work performed on contracts in the U.K.
          division.


<PAGE>   11




          Accrued expenses decreased primarily as a result of the realization of
          accrued losses associated with the sale of certain assets of the
          vending operation on November 25, 1997. (See Note 5 to the
          Consolidated Financial Statements.)

          The increase in capital in excess of par was primarily the result of
          employee stock bonuses and director equity compensation during the
          six-month period ended December 31, 1997.

          The Company did not comply with the minimum fixed charge coverage
          ratio at September 30, 1997 or December 31, 1997 under its Term Loan
          and Revolving Credit Agreement and, accordingly, has received
          irrevocable waivers with respect to such covenant from its bank
          lender. The Company made the two final required payments on its term
          loan totaling $2,250,000 during the first quarter of fiscal year 1998.

          On November 25, 1997, the Company executed an amendment to its
          Revolving Credit Agreement whereby the maximum aggregate principal
          amount of advances, including the face amount of Letters of Credit,
          was reduced from $25 million to $15 million. In addition, the Company
          was required to pay $6 million on the Revolving Credit Agreement with
          proceeds from the sale of certain assets of the vending operation.

          The Company's bank lenders also extended the Revolving Credit
          Agreement's expiration date to October 1, 1998. Pending re-negotiation
          of the Revolving Credit Agreement, outstanding amounts due under the
          Loan Facility are classified as current liabilities in the
          consolidated balance sheet at December 31, 1997.

          During the remainder of fiscal year 1998, the Company anticipates
          spending approximately $1 million for new machinery and equipment and
          to continue to refurbish the Orlando facility.

          Other than as stated above, the Company currently has no other
          material commitments for capital expenditures. Management believes
          that with funds available under its loan facility and its projected
          cash flows, the Company will have sufficient resources to meet current
          and future operating commitments.

     b)   MATERIAL CHANGES IN RESULTS OF OPERATIONS.

          Continuing Operations

          Net sales decreased for the six and three-month periods ended December
          31, 1997 as compared to the same periods ended December 31, 1996. The
          decrease in net sales is primarily the result of several domestic
          training division contracts with reduced activity as they are complete
          or near completion. This decrease in net sales was only partially
          offset by sales generated from the award of a large Javelin multi-year
          contract and several additions to other ongoing contracts during the
          first quarter of fiscal year 1998.



<PAGE>   12




          Net sales volume in the UK subsidiary also decreased for the six and
          three-month periods ended December 31, 1997 as compared to the same
          periods ended December 31, 1996. The decrease in net sales in the UK
          is a result of reduced activity on its two major contracts as they are
          expected to be completed during fiscal year 1998. In addition, there
          have been no significant contract awards in the UK over the past
          fiscal year.

          Overall gross margin as a percentage of net sales increased marginally
          for the six and three-month periods ended December 31, 1997 versus the
          same periods ended December 31, 1996. While cost reduction initiatives
          continue, overhead levels have not decreased proportionate to the
          decrease in sales volume. Management anticipates that the award of the
          large Javelin multi-year contract, additions to several ongoing
          contracts, combined with further cost reduction initiatives, will
          result in improved results for the remainder of fiscal year 1998.

          Selling, general and administrative expense increased primarily as a
          result of fees paid to international marketing representatives.

          Systems development expense increased for the six and three-month
          periods ended December 31, 1997 versus the corresponding periods in
          the prior fiscal year. The increase is the result of efforts in the
          domestic training division to develop and/or enhance technologies and
          processes in order to remain competitive in the industry.

          Interest expense decreased for the six and three-month periods ended
          December 31, 1997 versus the corresponding period in the previous
          fiscal year. The decrease is a result of the final payments totaling
          $2,250,000 on the Company's term loan during the first quarter of
          fiscal year 1998. In addition, proceeds from the sale of certain
          assets of the vending operation were used to pay down the revolving
          credit facility during the second quarter of fiscal year 1998. (See
          Note 5 to the Consolidated Financial Statements.)

          Discontinued Operations

          On November 25,1997 the Company completed the sale of the fixed
          assets, inventory and trade receivables of the Company's vending
          operation. Proceeds from the sale of the vending operation were used
          to reduce the Company's debt.

          Operating results have been segregated in the accompanying
          consolidated statements of operations. Net losses for the six and
          three-month periods ended December 31, 1997 were included as a
          component of discontinued operations in the Company's June 30, 1997
          consolidated financial statements. Discontinued operations at June 30,
          1997 included management's best estimates of the amounts expected to
          be realized on the sale of the vending operation, the costs directly
          associated with the disposal of the operation, as well as the
          operating losses expected to be incurred during the phase-out period.

          During the second quarter of fiscal year 1998, the Company recorded an
          additional provision for the estimated loss on disposal of
          discontinued operations of $370,000, after-tax. This change in the
          estimated loss resulted primarily from additional costs associated
          with the consummation of the sale of the fixed assets, inventory and
          trade receivables of the vending operation.


<PAGE>   13




     c)   CERTAIN FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS.

          The following important factors, among others, could cause actual
          results to differ materially from those indicated by forward-looking
          statements made in this Quarterly Report on Form 10-Q and presented
          elsewhere by management from time to time. All forward-looking
          statements included in this document are based on information
          available to the Company on the date hereof, and the Company assumes
          no obligation to update any such forward-looking statements.

          A number of uncertainties exist that could affect the Company's future
          operating results, including, without limitation, general economic
          conditions, changes in government spending, cancellation of weapons
          programs, delays in contract awards, delays in the acceptance process
          of contract deliverables, the Company's continued ability to develop
          and introduce products, the introduction of new products by
          competitors, pricing practices of competitors, the cost and
          availability of parts and the Company's ability to control costs.

          To date, a substantial portion of the Company's revenues have been
          attributable to long-term contracts with various government agencies.
          As a result, any factor adversely affecting procurement of long-term
          government contracts could have a material adverse effect on the
          Company's financial condition and results of operations.

          Because of these and other factors, past financial performance should
          not be considered an indication of future performance. The Company's
          future quarterly operating results may vary significantly, depending
          on factors such as the timing of contract awards. Investors should not
          use historical trends to anticipate future results and should be aware
          that the trading price of the Company's Common Stock may be subject to
          wide fluctuations in response to quarterly variations in operating
          results and other factors, including those discussed above.

          The Company recognizes that it must ensure that its products and
          operations will not be adversely impacted by various so-called "Year
          2000" systems and software failures which can arise in certain
          date-sensitive functions. All of the Company's products are currently
          Year 2000 compliant, and therefore, the Company does not expect to
          undertake additional research and development efforts in this regard.
          In addition, the Company is in the process of identifying anticipated
          costs, problems and uncertainties associated with making its
          internal-use operating systems Year 2000 compliant. In general, the
          Company expects to resolve the Year 2000 issue with respect to its
          computer systems and software applications through upgrade,
          conversion, modification or replacement of non-compliant systems and
          applications. There can be no assurance, however, that the systems of
          other parties upon which the Company's business also relies will be
          Year 2000 compliant. The costs of becoming Year 2000 compliant, or the
          failure thereof by the Company or other parties, could have a material
          adverse effect on the Company's business, financial condition or
          results of operations.


<PAGE>   14


                           PART II. OTHER INFORMATION

                             ECC INTERNATIONAL CORP.


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

          At the Company's Annual Meeting of Stockholders held on December 4,
          1997, the following proposals were adopted by the vote specified
          below:
<TABLE>
<CAPTION>
        
                                                       Votes          Votes                       Broker
          Proposal                                     For            Against        Abstain      NonVotes

          1)     To elect the Board of Directors

<S>                                                    <C>            <C>                          <C>  
                 Bruce A. Beda                         6,773,285      620,145        --            6,502
                 Julian Demora                         6,775,115      618,315        --            4,672
                 Ajit W. Hirani                        6,762,197      631,233        --           17,590
                 Martin S. Kaplan                      6,702,184      691,246        --           77,603
                 Jesse Krasnow                         6,702,495      690,935        --           77,292
                 Thomas E. McGrath                     6,702,365      691,065        --           77,422
                 Merrill A. McPeak                     6,768,182      625,248        --           11,605
                 George W. Murphy                      6,680,786      712,644        --           99,001
<CAPTION>

          2)     To approve the Company's 1997 Director Equity Compensation Plan.

<S>                                                    <C>            <C>            <C>          <C>    
                                                       7,040,964      286,928        65,467       758,431
<CAPTION>

          3)   To ratify the appointment of Coopers & Lybrand L.L.P. as the Company's
               independent public accountants for the fiscal year ending June 30,
               1998.

<S>                                                    <C>            <C>            <C>          <C>    
                                                       7,276,152      43,286         73,992       758,360
</TABLE>

     Item 6. EXHIBITS AND REPORTS ON FORM 8-K

               a.   EXHIBITS

                    Exhibit 10.1 - Amendment dated as of November 13, 1997, to
                    the Term and Revolving Credit Agreement dated as of
                    September 20, 1994 by and among the Company and First
                    Fidelity Bank, N.A.

                    Exhibit 10.2 - Amendment dated as of December 19, 1997, to
                    the Term and Revolving Credit Agreement dated as of
                    September 20, 1994 by and among the Company and First
                    Fidelity Bank, N.A.

                    Exhibit 10.3 - Asset Purchase Agreement, dated as of
                    November 25, 1997, by and among Dixie-Narco, Inc., ECC
                    International Corp. and ECC Vending Corp. is incorporated by
                    reference to Exhibit 2 to the Company's Current Report on
                    Form 8-K dated November 25, 1997. (Commission File No.
                    1-8988)



<PAGE>   15




                    Exhibit 10.4 - Director Equity Compensation Plan is
                    incorporated by reference to Annex A to the Company's
                    Definitive Schedule 14A filed with the SEC on October 27,
                    1997. (Commission File No. 1-8988)

                    Exhibit 27.1 - Financial Data Schedule

                    Exhibit 27.2 - Financial Data Schedule

               b.   REPORTS ON FORM 8-K

                    On December 10, 1997, the Company filed a Current Report on
                    Form 8-K, dated November 25, 1997, to report the completion
                    of the sale of certain assets and properties of ECC Vending
                    Corp. to Dixie-Narco, Inc.





<PAGE>   16


                                   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.




                                              ECC INTERNATIONAL CORP.


Date     February 13, 1998                     /s/ George W. Murphy
        ------------------------              -----------------------------
                                              George W. Murphy, President,
                                              and Chief Executive Officer





Date     February 13, 1998                     /s/ Relland Winand
        ------------------------              -----------------------------
                                              Relland Winand
                                              Vice President, Finance and
                                              Principal Financial and
                                              Accounting Officer