<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, 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 at least the past 90 days. [X] Yes [ ] No

     As of March 31, 1997, there were 7,973,384 shares of the Registrant's
Common Stock, $.10 par value per share, issued and outstanding.

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

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

<PAGE>   2

                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                         CONSOLIDATED INCOME STATEMENTS
                    NINE MONTHS ENDED MARCH 31, 1997 AND 1996
                 (In Thousands Except Share and Per Share Data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                 Nine Months       Nine Months
                                                     Ended            Ended

                                                    3/31/97          3/31/96
                                                  ----------       ----------

<S>                                                <C>              <C>      
Net Sales                                          $  63,796        $  85,976

Cost of Sales                                         55,603           69,724
                                                  ----------       ----------

Gross Profit                                           8,193           16,252
                                                  ----------       ----------

Expenses:
   Selling, General & Administrative                  10,710           10,588
   Systems Development                                   656              251
                                                  ----------       ----------

       Total Expenses                                 11,366           10,839
                                                  ----------       ----------

Operating (Loss)/Income                               (3,173)           5,413
                                                  ----------       ----------

Other Income (Expense):
   Interest Income                                       407              190
   Interest Expense                                   (1,371)          (1,188)
   Other - Net                                           (73)             (74)
                                                  ----------       ----------

       Total Other Expense                            (1,037)          (1,072)
                                                  ----------       ----------

(Loss)/Income Before Income Taxes                     (4,210)           4,341

(Benefit)/Provision for Income Taxes                    (824)           1,493
                                                  ----------       ----------

Net (Loss)/Income                                 $   (3,386)      $    2,848
                                                  ==========       ==========

(Loss)/Earnings Per Common Share and
 Common Share Equivalents                         $    (0.42)      $     0.36
                                                  ==========       ==========

Weighted Average Number of Common and
 Common Share Equivalents Outstanding              8,021,577        7,908,764

</TABLE>

        See accompanying notes to the consolidated financial statements.


<PAGE>   3
                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                         CONSOLIDATED INCOME STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                 (In Thousands Except Share and Per Share Data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                        Three Months    Three Months
                                            Ended          Ended

                                           3/31/97        3/31/96
                                         ----------      ----------

<S>                                      <C>             <C>       
Net Sales                                $   15,757      $   27,305

Cost of Sales                                14,780          23,817
                                         ----------      ----------

Gross Profit                                    977           3,488
                                         ----------      ----------

Expenses:
   Selling, General & Administrative          3,251           3,825
   Systems Development                          241              67
                                         ----------      ----------

       Total Expenses                         3,492           3,892
                                         ----------      ----------

Operating Loss                               (2,515)           (404)
                                         ----------      ----------

Other Income (Expense):
   Interest Income                              299              77
   Interest Expense                            (471)           (337)
   Other - Net                                  (82)             56
                                         ----------      ----------

       Total Other Expense                     (254)           (204)
                                         ----------      ----------

Loss Before Income Taxes                     (2,769)           (608)

Benefit for Income Taxes                       (817)           (210)
                                         ----------      ----------

Net Loss                                 $   (1,952)     $     (398)
                                         ==========      ==========

Loss Per Common Share and
 Common Share Equivalents                $    (0.24)     $    (0.05)
                                         ==========      ==========

Weighted Average Number of Common and
 Common Share Equivalents Outstanding     8,033,389       7,777,082
</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)
                                            3/31/97        6/30/96
                                            -------        -------

<S>                                         <C>            <C>    
ASSETS

Current Assets:
   Cash                                     $ 3,232        $ 5,057
   Accounts Receivable, Net                   8,601         11,136
   Costs and Estimated Earnings in Excess
    of Billings on Uncompleted Contracts     28,391         35,251

   Inventories
       Raw Material                           6,781          8,027
       Work in Process                        4,704          3,069
       Finished Goods                         2,564          1,888

   Prepaid Expenses and Other                 2,259          2,190
                                            -------        -------

       Total Current Assets                  56,532         66,618

Property, Plant and Equipment - Net          26,277         26,686

Other Assets                                  2,006          2,093
                                            -------        -------

       Total Assets                         $84,815        $95,397
                                            =======        =======
</TABLE>


                                                                   Continued...

<PAGE>   5


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

<TABLE>
<CAPTION>
                                              (Unaudited)       (Audited)
                                                3/31/97          6/30/96
                                                -------         -------

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

Current Liabilities:
     Current Portion of Long-Term Debt          $ 3,000         $ 4,272
     Accounts Payable                             5,185          10,967
     Accrued Compensation                         2,736           3,878
     Advances on Long-Term Contracts              2,579             856
     Accrued Profit Sharing                         137              --
     Other Accrued Expenses                         636           2,409
                                                -------         -------

          Total Current Liabilities              14,273          22,382
                                                -------         -------

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

Long-Term Debt                                   18,932          18,706
                                                -------         -------

Commitments and Contingencies

Stockholders' Equity:
     Common stock, $.10 par; authorized
      20,000,000 shares at 3/31/97 and
      6/30/96; reserved for stock options
      and other obligations to issue stock,
      1,475,589 shares at 3/31/97 and
      1,190,499 shares at 6/30/96; issued
      and outstanding 7,973,384  shares
      at 3/31/97 and 7,833,143 at 6/30/96          797             782
     Preferred stock, $.10 par; authorized
      1,000,000 shares at 3/31/97 and at
      6/30/96; none issued and outstanding
      at 3/31/97 and 6/30/96                        --              --
     Capital in Excess of Par                    23,391          22,831
     Cumulative Translation Adjustment               90             (22)
     Retained Earnings                           25,898          29,284
                                                -------         -------

Total Stockholders' Equity                       50,176          52,875
                                                -------         -------

Total Liabilities & Stockholders' Equity        $84,815         $95,397
                                                =======         =======
</TABLE>

        See accompanying notes to the consolidated financial statements.


<PAGE>   6


                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE NINE MONTHS ENDED
                             MARCH 31, 1997 AND 1996
                                 (In Thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                               Nine Months    Nine Months
                                                                  Ended          Ended
                                                                 3/31/97        3/31/96
                                                                 -------        -------

<S>                                                              <C>            <C>    
Cash Flows From Operating Activities:
     Net (Loss)/Income                                           $(3,386)       $ 2,848
     Items Not Requiring Cash:
     Depreciation                                                  2,904          2,795
     Provision for Doubtful Accounts                                   2             63
Changes in Certain Assets and Liabilities:
     Accounts Receivable                                           2,533         (1,776)
     Cost and Estimated Earnings in Excess
          of Billings on Uncompleted Contracts                     6,860          9,272
     Inventories                                                  (1,065)        (5,293)
     Prepaid Expenses and Other                                      (69)           170
     Accounts Payable                                             (5,782)         1,846
     Advances on Long-Term Contracts                               1,723          1,423
     Accrued Expenses                                             (2,778)        (2,528)
                                                                 -------        -------

Net Cash Provided By Operating Activities                            942          8,820
                                                                 -------        -------

Cash Flows From Investing Activities:
     Additions to Property, Plant and Equipment                   (2,495)        (4,000)
     Other                                                           199           (290)
                                                                 -------        -------

Net Cash Used In Investing Activities                             (2,296)        (4,290)
                                                                 -------        -------

Cash Flows From Financing Activities:
     Proceeds From Issuance of Common Stock, Options
       Exercised and Warrants, Including Related Tax Benefit         575            788
     Repayments under Term Loan                                   (2,250)        (2,250)
     New Borrowings under Revolving Credit Facility, Net           1,204         (3,231)
                                                                 -------        -------

Net Cash Used In Financing Activities                               (471)        (4,693)
                                                                 -------        -------

Net Decrease in Cash                                              (1,825)          (163)

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

Cash at End of the Period                                          3,232          3,372
                                                                 =======        =======
</TABLE>


                                                                    Continued...


<PAGE>   7

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


<TABLE>
<CAPTION>
                                                               Nine Months    Nine Months
                                                                  Ended          Ended
                                                                 3/31/97        3/31/96
                                                                 -------        -------
                                                              
<S>                                                              <C>           <C>    
Supplemental Disclosure of  Cash Flow Information:            
 Cash Paid During the Year For:                               
                                                              
     Interest                                                    $1,422        $ 1,287
     Income Taxes                                                $  922        $ 2,766

</TABLE>
                                                       

         See accompanying notes to the consolidated financial statements.


<PAGE>   8

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------



1.   The accompanying financial 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 periods 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 and nine month periods ended March 31,
     1997 and 1996 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 options under the
     Company's 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 for
     the first three quarters of fiscal year 1997 or the Debt to Equity Ratio at
     December 31, 1996 under its Term Loan and Revolving Credit Agreement.
     Accordingly, the Company has received irrevocable waivers with respect to
     such covenants from its bank lender. The Company's term loan requires
     quarterly principal payments of $750,000 during fiscal year 1997.


<PAGE>   9

                    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. 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 Results."


a)   Material Changes in Financial Condition
     ---------------------------------------

     During the nine-month period ended March 31, 1997, the Company's principal
     sources of cash were receipts on accounts receivable, borrowings under the
     revolving credit facility as well as advances on contracts in the U.K.
     division. 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.

     Accounts receivable and costs and estimated earnings in excess of billings
     on uncompleted contracts decreased due to the completion or near completion
     of several contracts.

     Raw material inventory decreased primarily due to the allocation of common
     parts to contracts in progress.

     Work in process inventory increased primarily due to unabsorbed overhead.
     Overhead is absorbed on an annualized projected rate. Management expects
     that volume during the fourth quarter 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 accounts payable 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 increased as a result of payments received
     in advance of work performed on contracts in the U.K. division.

     Other accrued expenses decreased primarily as a result of federal income
     tax payments made during the first half of fiscal year 1997 in addition to
     payments relating to marketing representative agreements.




<PAGE>   10



     The Company did not comply with the minimum fixed coverage ratio for the
     first three quarters of fiscal year 1997 or the debt to equity ratio at
     December 31, 1996 under its Term Loan and Revolving Credit Agreement.
     Accordingly, the Company has received irrevocable waivers from its bank
     lenders with respect to such covenants for such periods. The term loan
     requires quarterly principal payments of $750,000 during fiscal year 1997.

     During the remainder of fiscal year 1997, the Company anticipates spending
     approximately $1.0 million for new machinery and equipment and computers
     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
     proceeds from the revolving credit facility and its projected cash flow the
     Company will have sufficient resources to meet current and future operating
     commitments.


b)   Material Changes in Results of Operations
     -----------------------------------------
 
     Net sales decreased for the nine and three-month periods ended March 31,
     1997 as compared to the same periods ended March 31, 1996. The decrease in
     net sales is primarily the result of several training division contracts
     with reduced activity as they are complete or expected to be completed
     during fiscal year 1997 or the first quarter of fiscal year 1998. In
     addition, the vending subsidiary has experienced considerably lower sales
     volumes during the first three quarters of fiscal year 1997 in comparison
     to the corresponding period in the prior fiscal year. Sales volume in the
     U.K. subsidiary increased substantially over the corresponding periods in
     the prior fiscal year due to continued efforts on it's two major contracts.

     Gross margin as a percentage of sales decreased for the nine and
     three-month periods ended March 31, 1997 versus the same periods ended
     March 31, 1996. 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 three quarters of fiscal year 1997. In
     addition, gross margin in the U.K. subsidiary decreased as a result of
     contract adjustments recorded during the second quarter of fiscal year
     1997. These gross margin adjustments were taken due to a decrease in
     expected future sales volume which may result in higher overhead rates than
     previously anticipated. A decrease in sales volume is anticipated in the
     U.K. subsidiary over the next four quarters due to a projected decline in
     contracts awarded.

     The training division also experienced a decrease in gross margin versus
     the corresponding periods one year ago. The decrease in the training
     division is largely the result of lower than anticipated sales volume due
     to the completion or near completion of numerous contracts which have not
     yet been replaced by new business. While cost reduction initiatives are
     underway, overhead and S,G&A levels have not decreased proportionate to the
     decrease in sales volume. Since fiscal year end 1996, management has
     effected a 30% reduction in work force consistent with the reduction in
     contract volume. However, costs associated with the reduction in work
     force, including severance benefits and out-placement services, were
     incurred during the second and third quarters of fiscal year 1997, thereby
     minimizing the immediate impact of the reduction in work force on gross
     margin.




<PAGE>   11



     Selling, general and administrative expenses decreased for the three month
     period ended March 31, 1997 compared to the three month period ended March
     31, 1996. The decrease is primarily the result of the renegotiation of a
     marketing consulting agreement as well as the reduction in certain salary
     and salary related expenditures. These reductions were significantly offset
     by costs associated with the resolutions proposed and approved by ECC's
     stockholders at the Company's Annual Meeting of Stockholders on December 3,
     1996. These proposals require the engagement of an investment banking firm
     to assist the Company in seeking to obtain a purchaser on terms and
     conditions that the Board deems are in the best interests of the Company.
     Selling, general and administrative expenses increased for the nine month
     period ended March 31, 1997 compared to the comparable period one year ago
     as a result of the costs associated with the resolutions proposed and
     approved by ECC stockholders.

     Systems development increased for the nine and three-month periods ended
     March 31, 1997 compared to the same period ended March 31, 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.

     Interest income increased for the quarter and nine month period ended March
     31, 1997 versus the quarter and nine month period in the previous fiscal
     year. This is the result of interest due the Company based on the IRS
     look-back method of accounting for long-term contracts.

     Interest expense increased for the quarter and nine month period ended
     March 31, 1997 versus the quarter and nine month period in the previous
     fiscal year. The increase in interest expense is the result of higher
     borrowings under the Company's revolving credit agreement during the
     quarter and nine month period ended March 31, 1997.

     Other expense increased for the quarter and nine month period ended March
     31, 1997 versus the quarter and nine month period in the previous fiscal
     year due to the write-down and/or disposition of certain fixed assets.


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.




<PAGE>   12



     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 lengthy 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>   13



                           PART II. OTHER INFORMATION

                             ECC INTERNATIONAL CORP.



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
               -------------------
 
               On April 2, 1997, the Company filed a Current Report on Form 8-K,
               dated March 25, 1997, to report an amendment to the Rights
               Agreement dated as of August 27, 1996 between the Company and
               Mellon Bank, N.A.




<PAGE>   14

                                   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 14, 1997                    /s/ George W. Murphy
         -------------------                ------------------------------------
                                            George W. Murphy, President
                                    
                                    
                                    
                                    
                                    
Date        May 14, 1997                    /s/ Relland Winand
         -------------------                ------------------------------------
                                            Relland Winand
                                            Vice President, Finance
                                            (Principal Financial and
                                            Accounting Officer)