<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 March 31, 2000

                                       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: 001-8988

                             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)


2001 West Oak Ridge Road, Orlando, FL                   32809-3803
----------------------------------------                ----------
(Address of principal executive offices)                (Zip Code)

                                 (407) 859-7410
--------------------------------------------------------------------------------
              (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 May 10, 2000 there were 8,455,779 shares of the Registrant's
Common Stock, $.10 par value per share, issued and outstanding.



<PAGE>   2
                          PART I. FINANCIAL STATEMENTS
                          ITEM 1. FINANCIAL STATEMENTS
                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  NINE MONTHS ENDED MARCH 31, 2000 AND 1999
                     (In Thousands Except Per Share Data)
                                 (Unaudited)


<TABLE>
<CAPTION>
                                                                                  Nine Months    Nine Months
                                                                                     Ended          Ended
                                                                                    3/31/00        3/31/99
                                                                                  -----------    -----------
<S>                                                                                <C>            <C>
Net Sales                                                                          $ 31,134       $ 34,432

Cost of Sales                                                                        20,573         25,169
                                                                                   --------       --------

Gross Profit                                                                         10,561          9,263
                                                                                   --------       --------
Expenses:
   Selling, General & Administrative                                                  6,677          8,394
   Independent Research and Development                                                 286            705
   Non-Recurring Expenses                                                                --          3,160
                                                                                   --------       --------
      Total Expenses                                                                  6,963         12,259
                                                                                   --------       --------

Operating Income/(Loss)                                                               3,598         (2,996)
                                                                                   --------       --------

Other Income/(Expense):
   Interest Income                                                                       29            275
   Interest Expense                                                                    (597)          (844)
   Other - Net                                                                          (88)           182
                                                                                   --------       --------

      Total Other Expense                                                              (656)          (387)
                                                                                   --------       --------

Income/(Loss) Before Income Taxes                                                     2,942         (3,383)

Benefit for Income Taxes                                                                 --           (213)
                                                                                   --------       --------

Net Income/(Loss)                                                                  $  2,942       $ (3,170)
                                                                                   ========       ========

Income/(Loss) Per Common Share -
   Basic and Assuming Dilution:

Net Income/(Loss) Per Common Share-Basic                                           $   0.35       $  (0.38)
                                                                                   ========       ========

Net Income/(Loss) Per Common Share-Dilutive                                        $   0.35       $  (0.38)
                                                                                   ========       ========


</TABLE>


        See accompanying notes to the consolidated financial statements.


                                                                               2
<PAGE>   3

                   ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                  THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                     (In Thousands Except Per Share Data)
                                 (Unaudited)


<TABLE>
<CAPTION>
                                                                                Three Months   Three Months
                                                                                   Ended          Ended
                                                                                  3/31/00        3/31/99
                                                                                ------------   ------------
<S>                                                                              <C>            <C>
Net Sales                                                                        $  9,888       $ 10,053

Cost of Sales                                                                       5,958          6,703
                                                                                 --------       --------

Gross Profit                                                                        3,930          3,350
                                                                                 --------       --------
Expenses:
   Selling, General & Administrative                                                2,334          2,515
   Independent Research and Development                                               137            135
   Non-Recurring Expenses                                                              --          1,288
                                                                                 --------       --------
      Total Expenses                                                                2,471          3,938
                                                                                 --------       --------

Operating Income/(Loss)                                                             1,459           (588)
                                                                                 --------       --------
Other Income/(Expense):
   Interest Income                                                                      5            155
   Interest Expense                                                                  (158)          (258)
   Other - Net                                                                          4            (33)
                                                                                 --------       --------

      Total Other Expense                                                            (149)          (136)
                                                                                 --------       --------

Income/(Loss) Before Income Taxes                                                   1,310           (724)

Provision for Income Taxes                                                             --            210
                                                                                 --------       --------

Net Income/(Loss)                                                                $  1,310       $   (934)
                                                                                 ========       ========

Income/(Loss) Per Common Share
     Basic and Assuming Dilution:

Net Income/(Loss) Per Common Share-Basic                                         $   0.16       $  (0.11)
                                                                                 ========       ========

Net Income/(Loss) Per Common Share-Dilutive                                      $   0.15       $  (0.11)
                                                                                 ========       ========



</TABLE>



        See accompanying notes to the consolidated financial statements.





                                                                               3
<PAGE>   4




                   ECC INTERNATIONAL CORP. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
                  NINE MONTHS ENDED MARCH 31, 2000 AND 1999
                                (In Thousands)
                                 (Unaudited)


<TABLE>
<CAPTION>
                                                                   Nine Months    Nine Months
                                                                       Ended         Ended
                                                                      3/31/00       3/31/99
                                                                   -----------    -----------
<S>                                                                   <C>          <C>
Net Income/(Loss)                                                     $ 2,942      $(3,170)
Other Comprehensive Income:
   Foreign Currency Translation Adjustments                                --          247
                                                                      -------      -------
      Total Comprehensive Income/(Loss)                               $ 2,942      $(2,923)
                                                                      =======      =======


</TABLE>


        See accompanying notes to the consolidated financial statements.





                                                                               4
<PAGE>   5
                   ECC INTERNATIONAL CORP. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
                  THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                (In Thousands)
                                 (Unaudited)




<TABLE>
<CAPTION>
                                                     Three Months      Three Months
                                                        Ended             Ended
                                                       3/31/00           3/31/99
                                                     ------------      ------------
<S>                                                    <C>               <C>
Net Income/(Loss)                                     $ 1,310            $ (934)
Other Comprehensive Income:
   Foreign Currency Translation Adjustments                --               394
                                                      -------            ------
      Total Comprehensive Income/(Loss)               $ 1,310            $ (540)
                                                      =======            ======



</TABLE>










        See accompanying notes to the consolidated financial statements.





                                                                               5
<PAGE>   6

                   ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                                (In Thousands)

<TABLE>
<CAPTION>

                                                    (Unaudited)         (Audited)
                                                      3/31/00            6/30/99
                                                    -----------         ---------
<S>                                                   <C>                <C>
ASSETS

Current Assets:
   Cash                                               $    --            $ 1,485
   Accounts Receivable                                  9,124              4,738
   Cost and Estimated Earnings in Excess
      of Billings on Uncompleted Contracts             15,997             18,494
   Inventories                                          3,360              4,311
   Prepaid Expenses and Other                             727                755
                                                      -------            -------

      Total Current Assets                             29,208             29,783

Property, Plant and Equipment - Net                    16,460             18,273

Other Assets                                              653                657
                                                      -------            -------
      Total Assets                                    $46,321            $48,713
                                                      =======            =======



</TABLE>





                                                                    Continued...





                                                                               6
<PAGE>   7

                   ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS (Continued)
                (In Thousands Except Share and Per Share Data)



<TABLE>
<CAPTION>
                                                           (Unaudited)           (Audited)
                                                             3/31/00              6/30/99
                                                            --------             --------
<S>                                                         <C>                  <C>
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
   Current Portion of Long-Term Debt                        $  5,881             $  6,424
   Accounts Payable                                              685                2,917
   Accrued Expenses and Other                                  6,081                7,379
                                                            --------             --------
      Total Current Liabilities                               12,647               16,720

Deferred Income Taxes                                            507                  507
Other Long-Term Liabilities                                       --                1,399
                                                            --------             --------
      Total Liabilities                                       13,154               18,626
                                                            --------             --------

COMMITMENTS AND CONTINGENCIES

Stockholders' Equity:
   Preferred Stock, $.10 par; 1,000,000 shares
      authorized; none issued and outstanding                     --                   --
   Common Stock, $.10 par; 20,000,000
      shares authorized; issued and outstanding,
      8,455,179 shares at 3/31/00 and
      8,412,165 at 6/30/99                                       845                  841
Note Receivable from Stockholder                                (146)                (146)
Capital in Excess of Par                                      25,139               25,005
Retained Earnings                                              7,329                4,387
                                                            --------             --------

      Total Stockholders' Equity                              33,167               30,087
                                                            --------             --------

      Total Liabilities & Stockholders' Equity              $ 46,321             $ 48,713
                                                            ========             ========

</TABLE>









        See accompanying notes to the consolidated financial statements.



                                                                               7
<PAGE>   8

                   ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND 1999
                                (In Thousands)
                                 (Unaudited)




<TABLE>
<CAPTION>
                                                              Nine Months         Nine Months
                                                                 Ended               Ended
                                                                3/31/00             3/31/99
                                                              -----------         -----------
<S>                                                            <C>                 <C>
Cash Flows From Operating Activities:
Net Income/(Loss)                                              $ 2,942             $(3,170)
Items Not Requiring Cash:
   Depreciation                                                  2,979               3,257
   Amortization                                                    311
   Loss/(Gain) on Disposal of Equipment                              5                (337)
Changes in Certain Assets and Liabilities:
   Accounts Receivable                                          (4,386)              5,369
   Costs and Estimated Earnings in Excess
      of Billings on Uncompleted Contracts                       2,497               1,293
   Inventories                                                     951                (354)
   Prepaid Expenses and Other                                     (279)              3,779
   Accounts Payable                                             (2,232)               (856)
   Advances on Long-Term Contracts                                  --              (3,277)
   Accrued Expenses and Other Long-Term Liabilities             (2,793)                299
                                                               -------             -------

Net Cash Provided by Operating Activities                           (5)              6,003
                                                               -------             -------

Cash Flows From Investing Activities:
   Proceeds from Sales of Assets                                    --                 529
   Additions to Property, Plant and Equipment                     (917)             (1,722)
   Other                                                            --               1,613
                                                               -------             -------

Net Cash (Used In)/Provided by Investing Activities               (917)                420
                                                               -------             -------

Cash Flows From Financing Activities:
   Proceeds From Issuance of Common Stock and
      Options Exercised                                             67                  56
   Financing Charges Incurred on Revolving Credit
      Facility                                                     (87)
   Net Repayments Under Revolving Credit Facility                 (543)             (3,985)
                                                               -------             -------

Net Cash Used In Financing Activities                             (563)             (3,929)
                                                               -------             -------

Net (Decrease)/Increase in Cash                                 (1,485)              2,494

Cash at Beginning of the Period                                  1,485               4,830
                                                               -------             -------

Cash at End of the Period                                      $    --             $ 7,324
                                                               =======             =======


</TABLE>


                                                                   Continued...





                                                                               8
<PAGE>   9

                   ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND 1999 (Continued)
                                (In Thousands)
                                 (Unaudited)




<TABLE>
<CAPTION>
                                                                 Nine Months       Nine Months
                                                                    Ended             Ended
                                                                   3/31/00           3/31/99
                                                                 -----------       -----------
<S>                                                                <C>               <C>
Supplemental Disclosure of Cash Flow Information:
Cash Paid During the Year For:
   Interest                                                        $  555            $   830

Supplemental Schedule of Non Cash Financing Activities:
   Issuance of Director Equity Compensation                        $   71            $    43
   Purchase of Fixed Assets Through Capital Leases                 $  254            $    --
   Extended Payment Terms in Connection with
      Novation Agreement                                           $   --            $ 4,552



</TABLE>



        See accompanying notes to the consolidated financial statements.


                                                                               9
<PAGE>   10

                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.       The accompanying financial statements are unaudited and have been
         prepared by ECC International Corp. (the "Company") pursuant to the
         rules and regulations of the Securities and Exchange Commission. The
         June 30, 1999 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, comprehensive income and cash flows for the
         interim periods 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, 1999.

2.       The new revolving credit facility requires all cash receipts to be
         applied directly to the debt resulting in a zero cash balance at
         March 31, 2000.

3.       Inventories

                                                    (In Thousands)
                                              3/31/00           6/30/99
                                              -------           -------
                Work in Process                $  307            $1,180
                Raw Materials                   3,053             3,131
                                               ------            ------

                   Total                       $3,360            $4,311
                                               ======            ======



         Work in process inventory is valued using the specific identification
         cost method, but not in excess of net realizable value. Raw materials
         are valued at the lower of average cost or market.

4.       Debt

         On June 24, 1999, the Company entered into a revolving credit facility
         with a bank totaling $12.5 million and expiring on June 24, 2003.
         Available borrowings above the current outstanding balance, which are
         based on a formula of receivables and property, as defined in the
         revolving credit facility, were approximately $3.8 million at March 31,
         2000.

         The revolving credit facility includes a subjective acceleration clause
         as well as a lockbox requirement under the control of the lender,
         whereby all collections of trade receivables are used to immediately
         reduce the balance of the revolving credit facility. As such, the
         outstanding balance of approximately $5.9 million at March 31, 2000 is
         included in the Current Portion of Long-Term Debt on the Consolidated
         Balance Sheet.




                                                                              10
<PAGE>   11


5.       Non-Recurring Expenses

         During fiscal year 1999, the Company implemented various cost reduction
         initiatives and changes in management including the relocation of the
         corporate headquarters and Instructional System Development Group from
         Wayne, Pennsylvania to the Company's principal System Design and
         Production Center in Orlando, Florida. The relocation was completed in
         September 1998. In addition, as a result of recurring net losses in the
         UK operations, the Board of Directors announced, during the first
         quarter of fiscal year 1999, the approval of a plan to wind-down and
         discontinue the UK operations, which was completed in May 1999. These
         initiatives resulted in non-recurring charges of approximately $1.3
         million and $3.2 million during the three-month and the nine-month
         periods ended March 31, 1999, respectively. These charges relate
         primarily to employee termination benefits and lease termination costs.
         There were no additional charges during the first nine months of fiscal
         year 2000.

         The following table sets forth the details and the cumulative activity
         in the various accruals associated with the wind-down of the UK
         operations and relocation of the Wayne Office in the Consolidated
         Balance Sheet at June 30, 1999 and March 31, 2000.


<TABLE>
<CAPTION>
                                                                             (In Thousands)
                                                                  Cash Reduction       Non-Cash
                                                     6/30/99          Payments         Activity          3/31/00
                                                      -----       --------------         -----            -----
<S>                                                   <C>              <C>               <C>              <C>
                Severance                             $  36            $ (36)            $  --            $  --
                Facility Lease Obligations              567             (386)               19              200
                Other                                    16              (16)               --               --
                                                      -----            -----             -----            -----
                   Total                              $ 619            $(438)            $  19            $ 200
                                                      =====            =====             =====            =====


</TABLE>


6.       Business Segment Information

         The Company operates in one segment--training. This segment includes
         the design and manufacture of training simulators.

         Sales by Class of Customer

<TABLE>
<CAPTION>
                                                                                       (In Thousands)
                                                                      Nine Months                         Three Months
                                                                         Ended                                Ended
                                                              --------------------------            --------------------------
                                                              3/31/00            3/31/99            3/31/00            3/31/99
                                                              -------            -------            -------            -------
<S>                                                           <C>                <C>                <C>                <C>
                U.S. Department of Defense
                 Direct                                       $ 4,075            $ 4,323            $   813            $ 2,449
                 Subcontract                                   27,059             23,446              9,075              6,695
                                                              -------            -------            -------            -------
                  Total U.S. Department of Defense             31,134             27,769              9,888              9,144
                                                              -------            -------            -------            -------

                Foreign Governments                                --              5,126                 --                413
                Foreign Commercial                                 --              1,537                 --                496
                                                              -------            -------            -------            -------
                  Total Foreign                                    --              6,663                 --                909
                                                              -------            -------            -------            -------
                  Total Sales                                 $31,134            $34,432            $ 9,888            $10,053
                                                              =======            =======            =======            =======

</TABLE>


                                                                              11
<PAGE>   12


         Export Sales from the U.S. were not material for the three-month and
         nine-month periods ended March 31, 2000, compared to $909,444 and
         $6,663,419 for the same periods ended March 31, 1999, respectively.
         Export sales do not include Foreign Military Sales through U.S.
         Government agencies and prime contractors of $416,000 for the
         nine-month period ended March 31, 2000 and $39,000 and $834,000 for the
         three-month and nine-month periods ended March 31, 1999, respectively.

         Since a substantial portion of the Company's revenues are attributable
         to long-term contracts with various government agencies, any factor
         affecting procurement of long-term government contracts such as changes
         in government spending, cancellation of weapons programs and delays in
         contract awards could have a material impact on the Company's financial
         condition and results of operations.

         Sales by Geographic Area

<TABLE>
<CAPTION>
                                                                               (In Thousands)

                                                             Nine Months                           Three Months
                                                                Ended                                  Ended
                                                   ----------------------------             ----------------------------
                                                    3/31/00            3/31/99               3/31/00             3/31/99
                                                   --------            --------             --------            --------
<S>                                                <C>                 <C>                  <C>                 <C>
                Revenues
                   United States                   $ 31,134            $ 27,769             $  9,888            $  9,144
                   Europe & Middle East                  --               6,663                   --                 909
                                                   --------            --------             --------            --------
                      Consolidated                 $ 31,134            $ 34,432             $  9,888            $ 10,053
                                                   ========            ========             ========            ========

                Operating Income/(Loss)
                   United States                   $  3,598            $   (989)            $  1,459            $    442
                   Europe & Middle East                  --              (2,007)                  --              (1,030)
                                                   --------            --------             --------            --------
                      Consolidated                 $  3,598            $ (2,996)            $  1,459            $   (588)
                                                   ========            ========             ========            ========

                Long-Lived Assets
                   United States                   $ 16,460            $ 19,225
                   Europe & Middle East                  --                  42
                                                   --------            --------
                      Consolidated                 $ 16,460            $ 19,267
                                                   ========            ========

</TABLE>


7.       Earnings Per Share

         Basic earnings/(loss) per common share is computed by dividing net
         earnings/(loss) available to common shareholders by the
         weighted-average number of common shares outstanding during the period.
         Diluted earnings/(loss) per share is computed by dividing net
         earnings/(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
         earnings/(loss) per share does not assume the exercise of options that
         would have an antidilutive effect on earnings/(loss) per share.




                                                                              12
<PAGE>   13


         The weighted-average number of common shares outstanding for each
         period presented is as follows:


<TABLE>
<CAPTION>
                                   Nine-Months          Nine-Months          Three-Months         Three-Months
                                      Ended                Ended                Ended                Ended
                                     3/31/00              3/31/99              3/31/00              3/31/99
                                   -----------          -----------          ------------         ------------
<S>                                 <C>                  <C>                  <C>                  <C>
                Basic               8,428,796            8,350,805            8,449,888            8,372,128
                Dilutive            8,479,979            8,350,805            8,499,917            8,372,128



</TABLE>








                                                                              13
<PAGE>   14




                 ITEM 2. 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, and Section 27A of the Securities Act of 1933, 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 nine-month period ended March 31, 2000, the Company's
         principal sources of cash were borrowings under the revolving credit
         facility and collections on accounts receivable, which are applied
         directly toward the revolving credit facility balance. (See Note 2 to
         the Consolidated Financial Statements.) The principal uses of these
         funds were to make vendor and payroll payments, lease termination and
         contract novation payments, as well as investments in capital assets.

         The cash balance decreased since fiscal year end 1999 due to the new
         revolving credit facility arrangement where all cash receipts are
         applied directly to pay down the outstanding loan balance. (See Note 2
         to the Consolidated Financial Statements.)

         Accounts Receivable Trade increased and Cost and Estimated Earnings in
         Excess of Billings on Uncompleted Contracts decreased since fiscal year
         end 1999 primarily due to significant billings on the Javelin and F-18
         programs.

         Inventories decreased since fiscal year end 1999 primarily due to Work
         in Process inventory that was completed, as well as an increase in
         inventory reserve of $315,000 due to excess and obsolete inventory.

         Accounts Payable decreased since fiscal year end 1999 primarily due to
         a reduction in payment cycles supported by the revolving credit
         facility.

         Accrued expenses decreased since fiscal year end 1999 primarily as a
         result of reduced accruals for salary and vacation expenses and lease
         termination payments made associated with the wind down of the UK
         division. (See Note 5 to the Consolidated Financial Statements.)

         Current Portion of Long-Term Debt decreased since fiscal year end 1999
         primarily due to significant cash receipts on the Javelin and F-18 E&F
         programs that were applied directly to pay down the outstanding loan
         balance.




                                                                              14
<PAGE>   15

         Other Long-Term Liabilities decreased since fiscal year end 1999 due to
         payments on UK contract novations and lease terminations associated
         with the wind down of the UK operations.

         During the remainder of fiscal year 2000, the Company anticipates
         spending approximately $300,000 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 the
         funds available under its new revolving credit facility and its
         projected cash flows, the Company will have sufficient resources to
         meet planned operating commitments for the foreseeable future.

b)       MATERIAL CHANGES IN RESULTS OF OPERATIONS.

         Domestic sales volume increased by $0.7 million and $3.4 million for
         the three-month and nine-month periods ended March 31, 2000,
         respectively. UK sales volume decreased by $0.9 million and $6.7
         million as a result of the UK operation wind-down. Net sales decreased
         $0.2 million and $3.3 million for the three-month and nine-month
         periods ended March 31, 2000, respectively, compared to the same
         periods ended March 31, 1999.

         Overall gross profit as a percentage of net sales increased to 40
         percent and 34 percent for the three-month and nine-month periods ended
         March 31, 2000, respectively, as compared to 33 percent and 27 percent
         for the same periods ended March 31, 1999. This increase is primarily a
         result of improved levels of gross margin on programs including
         Javelin, Close Combat Tactical Trainer and UK Combined Arms Tactical
         Trainer, partially off-set by increased costs on the Engagement Skills
         Trainer and UK Airtours programs. Also, gross margin on the F-18
         program improved as a result of favorable contract modifications. In
         addition, the Company's cost reduction initiatives during fiscal year
         1999 and the first nine months of fiscal year 2000 have reduced
         overhead costs, thus improving gross margins.

         Selling, general and administrative expense decreased 7 and 20 percent
         during the three-month and nine-month periods ended March 31, 2000,
         respectively, as compared to the same periods ended March 31, 1999.
         This decrease is primarily a result of cost reduction initiatives
         during fiscal year 1999, particularly in the areas of executive
         salaries, legal fees and outside marketing representatives.

         Independent Research and Development expense decreased 59 percent
         during the nine-month period ended March 31, 2000 as compared to the
         same period ended March 31, 1999 due to the timing of planned
         developments in fiscal year 2000 and a reduction in planned
         expenditures. The Company anticipates spending approximately $300,000
         on IR&D during the remainder of fiscal year 2000.

         Non-Recurring Expenses decreased 100 percent during the three-month and
         nine-month periods ended March 31, 2000 as compared to the same periods
         ended March 31, 1999. This decrease is primarily a result of the wind
         down of the UK operations and the relocation of the corporate
         headquarters, both of which were completed in fiscal year 1999. No
         additional charges are anticipated in fiscal year 2000. (See Note 5 to
         the Consolidated Financial Statements.)




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         Interest Expense decreased 39 percent and 29 percent during the
         three-month and nine-month periods ended March 31, 2000, respectively,
         as compared to the same periods ended March 31, 1999. This decrease is
         primarily due to lower outstanding balances on the credit facility in
         fiscal year 2000 as compared to fiscal year 1999.

         Interest Income decreased 97 percent and 89 percent during the
         three-month and nine-month periods ending March 31, 2000,
         respectively, as compared to the same periods ended March 31, 1999.
         This decrease is primarily the result of the decrease in the cash
         balances due to the terms of the revolving credit facility agreement.
         (See Note 2 to the Consolidated Financial Statements.)

         Other-Net increased during the three-month period and decreased during
         the nine-month period ended March 31, 2000 as compared to the same
         periods ended March 31, 1999. These changes are primarily a result of
         translation losses on foreign exchange transactions.

         The Company did not record a tax provision during the first
         three-quarters of fiscal year 2000 as Net Operating Loss Carryforwards
         will be utilized for current income. The Company has approximately
         $12.3 million of cumulative Federal net operating loss carryforwards,
         which expire in the years 2013 and 2018. This amount is prior to
         utilization against current income.

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. 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.




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         Year 2000

         The Company, like other businesses, faced the Year 2000 Issue, (also
         known as the Y2K Issue.)

         The "Year 2000" problem relates to computer systems that have time and
         date-sensitive programs that were designed to read years beginning with
         "19," but may not properly recognize the year "2000." If a computer
         system or software application used by the Company or a third party
         dealing with the Company fails because of the inability of the system
         or application to properly read the year "2000," the results could
         conceivably have a material adverse effect on the Company.

         The Company initially addressed the Year 2000 Issue in November 1997
         when a Year 2000 Compliance Program was initiated. A complete
         evaluation was made on all internal systems, including voice mail,
         automated badge entry, e-mail, payroll, accounting, facilities and
         products. In addition, the Company worked with its prime contractors to
         identify Year 2000 problems that could affect the integration of the
         Company's product with those of prime contractors.

         All Company network operating systems and substantially all operating
         systems on individual workstations were updated to comply with Year
         2000 requirements. Also, the Company instituted a policy to accept only
         Year 2000 compliant software and has an ongoing program to confirm that
         all new software programs are compliant with Year 2000 requirements.
         Further, the Company replaced all central core components of its
         network and all satellite switching cabinets with Year 2000 compliant
         Lucent Technologies Cajun 550 series switch routers. Although there can
         be no assurance that the Company identified and corrected all Year 2000
         problems found in its computer applications, the Company has seen no
         indication of Year 2000 problems to date. Further, the Company believes
         that it has in place a comprehensive program to identify and correct
         any such problems should they occur.

         The Company believes the cost of Year 2000 compliance for its
         information and productions systems has not been material to its
         consolidated results of operations and financial position.

         Although the Company believes that it successfully avoided any
         significant disruption from the Year 2000 issue relating to the century
         rollover, it will continue to monitor all critical systems for the
         appearance of delayed complications or disruptions, problems relating
         to the leap year and problems encountered through suppliers, customers
         and other third parties with whom the Company deals. Although these and
         other unanticipated Year 2000 issues could have an adverse effect on
         the results of operations or financial condition of the Company, it is
         not possible to anticipate the extent of impact at this time.

         The foregoing shall be considered a Year 2000 readiness disclosure to
         the maximum extent allowed under the Year 2000 Information and
         Readiness Disclosure Act.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not Applicable.






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                           PART II. OTHER INFORMATION
                             ECC INTERNATIONAL CORP.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a.       Exhibits

                  Exhibit 27.1 - Financial Data Schedule for the nine-month
                  period ended March 31, 2000.

         b.       Reports on Form 8-K

                  Not applicable








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                                   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 May 15, 2000                                /s/ Melissa Van Valkenburgh
                                                 ----------------------------
                                                 Melissa Van Valkenburgh
                                                 Chief Financial Officer






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