<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                 September 30, 1996
                               -----------------------------------------------

                                       or

[ ] TRANSACTION 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 at least the past 90 days.

                              [X] Yes   [ ] No

     As of September 30, 1996, there were 7,845,862 shares of the Registrant's
Common Stock, $.10 par value per share, issued and outstanding.

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

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

<PAGE>   2

<TABLE>
                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                         CONSOLIDATED INCOME STATEMENTS
                 THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                 (In Thousands Except Share and Per Share Data)
                                   (Unaudited)

<CAPTION>
                                           Three Months    Three Months
                                               Ended           Ended
                                              9/30/96         9/30/95
                                            ----------      ----------

<S>                                         <C>             <C>       
Net Sales                                   $   24,420      $   26,980

Cost of Sales                                   19,701          20,630
                                            ----------      ----------

Gross Profit                                     4,719           6,350
                                            ----------      ----------
Expenses:
   Selling, General & Administrative             3,708           3,259
   Systems Development                             162              58
                                            ----------      ----------

       Total Expenses                            3,870           3,317
                                            ----------      ----------

Operating Income                                   849           3,033
                                            ----------      ----------

Other Income (Expense):
   Interest Income                                  48              63
   Interest Expense                               (440)           (464)
   Other - Net                                     (14)            (59)
                                            ----------      ----------

       Total Other Expense                        (406)           (460)
                                            ----------      ----------

Income Before Income Taxes                         443           2,573

Provision for Income Taxes                         229             886
                                            ----------      ----------

Net Income                                  $      214      $    1,687
                                            ==========      ==========

Earnings Per Common Share and
 Common Share Equivalents                   $     0.03      $     0.21
                                            ==========      ==========

Weighted Average Number of Common and
   Common Share Equivalents Outstanding      8,015,351       7,957,873

</TABLE>



        See accompanying notes to the consolidated financial statements.


<PAGE>   3
<TABLE>
                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)

<CAPTION>
                                            (Unaudited)  (Audited)
                                              9/30/96     6/30/96
                                            -----------  ---------

<S>                                           <C>         <C>    
ASSETS

Current Assets:
   Cash                                       $   853     $ 5,057
   Accounts Receivable, Net                     8,878      11,136
   Costs and Estimated Earnings in Excess
    of Billings on Uncompleted Contracts       35,057      35,251

   Inventories
       Raw Material                             8,240       8,027
       Work in Process                          3,646       3,069
       Finished Goods                           2,741       1,888

   Prepaid Expenses and Other                   2,216       2,190
                                              -------     -------

       Total Current Assets                    61,631      66,618

Property, Plant and Equipment - Net            26,675      26,686

Other Assets                                    1,828       2,093
                                              -------     -------

       Total Assets                           $90,134     $95,397
                                              =======     =======
</TABLE>

                                                                    Continued...


<PAGE>   4

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

<CAPTION>
                                               (Unaudited)   (Audited)
                                                 9/30/96      6/30/96
                                               -----------   ---------

<S>                                              <C>          <C>    
LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities:
     Current Portion of Long-Term Debt           $ 4,998      $ 4,272
     Accounts Payable                              6,668       10,967
     Accrued Compensation                          2,170        3,878
     Advances on Long-Term Contracts                  12          856
     Accrued Profit Sharing                          731         --
     Other Accrued Expenses                        1,947        2,409
                                                 -------      -------

          Total Current Liabilities               16,526       22,382
                                                 -------      -------

Deferred Income Taxes                              1,434        1,434
                                                 -------      -------

Long-Term Debt                                    19,000       18,706
                                                 -------      -------

Commitments and Contingencies

Stockholders' Equity:
     Common stock, $.10 par; authorized
       20,000,000 shares at 9/30/96 and
       6/30/96; reserved for stock options
       and other obligations to issue stock,
       1,246,111 shares at 9/30/96 and
       1,190,499 shares at 6/30/96; issued
       and outstanding, 7,845,862 shares
       at 9/30/96 and 7,833,143 at 6/30/96           785          782
     Preferred stock, $.10 par; authorized
       1,000,000 shares at 9/30/96 and at
       6/30/96; issued and none outstanding
       at 9/30/96 and 6/30/96                       --           --
     Capital in Excess of Par                     22,899       22,831
     Retained Earnings                            29,498       29,284
     Cumulative Translation Adjustment                (8)         (22)
                                                 -------      -------

Total Stockholders' Equity                        53,174       52,875
                                                 -------      -------

Total Liabilities & Stockholders' Equity         $90,134      $95,397
                                                 =======      =======
</TABLE>

        See accompanying notes to the consolidated financial statements.


<PAGE>   5

<TABLE>
                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FOR THE THREE MONTHS ENDED
                           SEPTEMBER 30, 1996 AND 1995
                                 (In Thousands)
                                   (Unaudited)

<CAPTION>
                                                            Three Months  Three Months
                                                                Ended        Ended
                                                               9/30/96      9/30/95
                                                            ------------  ------------

<S>                                                            <C>          <C>    
Cash Flows From Operating Activities:
     Net Income                                                $   214      $ 1,687
     Items Not Requiring Cash:
     Depreciation                                                1,044          945
     Provision for Doubtful Accounts                                --           20
     Deferred Income Taxes                                          --           --
Changes in Certain Assets and Liabilities:
     Accounts Receivable                                         2,258          872
     Cost and Estimated Earnings in Excess
          of Billings on Uncompleted Contracts                     194           71
     Inventories                                                (1,643)      (2,117)
     Prepaid Expenses and Other                                    (26)         155
     Accounts Payable                                           (4,299)       3,903
     Advances on Long-Term Contracts                              (844)         (40)
     Accrued Expenses                                           (1,439)        (503)
                                                               -------      -------

Net Cash (Used In) Provided By Operating Activities             (4,541)       4,993
                                                               -------      -------

Cash Flows From Investing Activities:
     Additions to Property, Plant and Equipment                 (1,033)      (1,244)
     Other                                                         279           (9)
                                                               -------      -------

Net Cash Used In Investing Activities                             (754)      (1,253)
                                                               -------      -------

Cash Flows From Financing Activities:
     Proceeds From Issuance of Common Stock, Options
     Exercised and Warrants, Including Related Tax Benefit          71          165
     Repayments under Term Loan                                   (750)        (750)
     New Borrowings under Revolving Credit Facility, Net         1,770       (3,076)
                                                               -------      -------

Net Cash Provided By (Used In) Financing Activities              1,091       (3,661)
                                                               -------      -------

Net (Decrease) Increase in Cash                                 (4,204)          79

Cash at Beginning of the Period                                  5,057        3,535
                                                               -------      -------

Cash at End of the Period                                          853        3,614
                                                               =======      =======
</TABLE>

                                                                    Continued...


<PAGE>   6

<TABLE>
                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FOR THE THREE MONTHS ENDED
                     SEPTEMBER 30, 1996 AND 1995 (Continued)
                                 (In Thousands)
                                   (Unaudited)

<CAPTION>
                                                            Three Months  Three Months
                                                                Ended        Ended
                                                               9/30/96      9/30/95
                                                            ------------  ------------

<S>                                                            <C>          <C>    
Supplemental Disclosure of  Cash Flow Information:
 Cash Paid During the Year For:
     Interest                                                  $   420      $   500
     Income Taxes                                              $   922      $   861

</TABLE>


        See accompanying notes to the consolidated financial statements.


<PAGE>   7

              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, 1996 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 such
     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. The aforementioned consolidated financial
     statements have been prepared substantially in conformity with the
     accounting principles reflected in the consolidated financial statements
     included in the Company's Annual Report on Form 10-K for the fiscal year
     ended June 30, 1996.

2.   Earnings per share for the three-month periods ended September 30, 1996 and
     1995 are based on net income divided by the weighted average number of
     common share and common share equivalents outstanding.

     Common stock equivalents (stock options, warrants and Employee Stock
     Purchase Plan) are excluded from the calculation of per share data when
     their dilutive effect is not material.

3.   The Company did not comply with the minimum fixed charge coverage ratio at
     September 30, 1996 under its Term Loan and Revolving Credit Agreement and,
     accordingly, has received an irrevocable waiver with respect to such
     covenant from its bank lender. The Company's term loan requires quarterly
     principal payments of $750,000 during fiscal year 1997.


<PAGE>   8

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

a)   Material Changes in Financial Conditions.
     -----------------------------------------

     During the three-month period ended September 30, 1996, the Company's
     principal sources of cash were receipts on accounts receivable and
     borrowings under the revolving credit facility. The principal uses of these
     and existing funds were to make payments on the term loan and accounts
     payable and to finance the increase in inventories as well as acquisitions
     of property, plant and equipment.

     Work in progress inventory increased primarily due to unabsorbed overhead.
     Overhead is absorbed on an annualized projected rate. Management expects
     that volume during the remaining fiscal 1997 quarters will support the
     currently budgeted overhead rate.

     Finished goods inventory increased primarily due to the continued
     production of vending machines in anticipation of future sales orders.

     The decrease in other assets was primarily a result of the return of
     deposits made for the purchase of computer equipment.

     The decrease in accounts payable of approximately $4.3 million was
     primarily the result of a substantial slow-down in material purchases as
     two of the Company's largest contracts will be completed or substantially
     completed during fiscal year 1997.

     Advances on long-term contracts decreased as the U.K. division progressed
     on its two major contracts which provided advance payments.

     Other accrued expenses decreased as a result of federal income tax payments
     made during the first quarter of fiscal year 1997.

     The Company did not comply with the minimum fixed charge coverage ratio at
     September 30, 1996 under its Term Loan and Revolving Credit Agreement and,
     accordingly, has received an irrevocable waiver with respect to such
     covenant from its bank lenders. The Company's term loan requires quarterly
     principal payments of $750,000 during fiscal year 1997.

     During fiscal year 1997, the Company anticipates spending approximately
     $4.2 million for new machinery and equipment, computers and to continue to
     refurbish the Orlando facility.

     Other than as stated above, the Company has no other material commitments
     for capital expenditures. Management believes that with proceeds from the
     revolving credit facility and its projected cash flow the Company will have
     sufficient resources to meet current and future operating commitments.


<PAGE>   9



b)   Material Changes in Results of Operations.
     ------------------------------------------

     Net sales decreased for the three-month period ended September 30, 1996 as
     compared to the same period ended September 30, 1995. The decrease in net
     sales was primarily the result of low volume in the Company's vending
     subsidiary during the first quarter. The decrease was also a result of
     several major training division contracts which have reduced activity as
     they are expected to be completed during fiscal year 1997 or the first
     quarter of fiscal year 1998. Sales volume in the U.K. division increased
     substantially over the corresponding period in the prior fiscal year due to
     continued efforts on it's two major contracts.

     Gross margin as a percentage of sales decreased in the quarter ended
     September 30, 1996 versus the quarter ended September 30, 1995. The
     decrease in gross margin was primarily the result of low sales volume in
     the vending subsidiary which was not sufficient to cover overhead costs for
     the first quarter. In addition, gross margin in the U.K. division decreased
     as a result of contract adjustments recorded, during the fourth quarter of
     fiscal year 1996, on two major contracts due to extended testing on one
     contract and increased complexity on the trainer of another contract.

     The gross margin of the domestic training division is relatively consistent
     with the corresponding period in the prior fiscal year. This reflects the
     change during the last year in contract mix to more cost plus type
     contracts which generally yield lower margins than fixed price type
     contracts.

     Systems development increased during the first quarter of fiscal year 1997
     versus the corresponding period in fiscal year 1996. The increase reflects
     efforts in the domestic training division to develop and/or enhance
     technologies and processes in order to remain competitive in the industry.


<PAGE>   10



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. It is important to note that the Company's
     actual results could differ materially from those in 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 in both its training division and vending subsidiary,
     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. In addition, many of the Company's
     competitors have substantially greater financial resources and generate
     higher revenues than the Company.

     The Company's vending subsidiary completed a large vending order to a major
     customer during fiscal year 1996 and, to date, has not replaced it with
     another large order. The vending subsidiary is presently in negotiations
     with several potential customers and any factor adversely affecting the
     Company's ability to obtain sales orders for its vending products may 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 or potentially lengthly sales cycles
     for the vending products. 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.


<PAGE>   11
                           PART II. OTHER INFORMATION

                             ECC INTERNATIONAL CORP.

Item 1.

During fiscal year 1996, the Company submitted a claim for contract adjustment
under the Economic Price Adjustment (EPA) provisions of a major contract seeking
approximately $950,000. The value of the claim is included in costs and
estimated earnings in excess of billings on uncompleted contracts.

The Company has received a letter from the Department of The Air Force
Contracting Officer stating that it intends to issue a unilateral modification
to the contract in the amount of $190,000 for the EPA. The Company intends to
file an appeal with the United States Court of Federal Claims during the second
quarter of fiscal year 1997.

Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------

          a.   Exhibits
               --------

               Exhibit 11 - Schedule of Computation of Earnings Per Share

               Exhibit 27 - Financial Data Schedule

          b.   Reports on Form 8-K
               -------------------

               The Company filed two Current Reports on Form 8-K during the
               quarter for which this report is filed. On August 13, 1996, the
               Company filed a Current Report on Form 8-K, dated August 6, 1996,
               to report an amendment to the Rights Agreement, dated as of July
               28, 1986, between the Company and Mellon Bank, N.A. On September
               4, 1996, the Company filed a Current Report on Form 8-K, dated
               August 27, 1996 to report (i) an amendment to the Rights
               Agreement, dated as of July 28, 1986, between the Company and
               Mellon Bank, N.A., and (ii) the declaration by the Board of
               Directors of the Company of a dividend distribution of one
               Preferred Share Purchase Right for each outstanding share of the
               Company's Common Stock to stockholders of record on September 17,
               1996, pursuant to a Rights Agreement, dated as of August 27,
               1996, between the Company and Mellon Bank, N.A.


<PAGE>   12

                                   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        November 12, 1996                   /s/ George W. Murphy
           ------------------------            ---------------------
                                               George W. Murphy, President,
                                               Chief Executive Officer and
                                               Principal Executive Officer





Date        November 12, 1996                   /s/ Relland Winand
           -----------------                   ------------------
                                               Relland Winand
                                               Vice President, Finance and
                                               Principal Financial and
                                               Accounting Officer