<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                  FORM 10-Q/A

                       QUARTERLY REPORT UNDER SECTION 13
                     OF THE SECURITIES EXCHANGE ACT OF 1934


      For Quarter Ended NOVEMBER 30, 1996  Commission File Number 0-13394


                           VIDEO DISPLAY CORPORATION
             (Exact name of registrant as specified on its charter)


          GEORGIA                                           58-1217564
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization                          Identification No.)


              1868 TUCKER INDUSTRIAL DRIVE, TUCKER, GEORGIA  30084
                    (Address of principal executive offices)



Registrant's telephone number including area code:  770-938-2080



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days.

                             Yes   X       No 
                                  ---         ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:


         Class                                  Outstanding at November 30, 1996
--------------------------                      --------------------------------
Common Stock, No Par Value                                  3,907,413
<PAGE>
 
                           VIDEO DISPLAY CORPORATION


                                     INDEX

                                                                 PAGE
                                                                 ----
PART I.  FINANCIAL INFORMATION
         --------- -----------
         Item 1.  Financial Statements (unaudited)
           Consolidated balance sheets - November 30, 1996
             and February 29, 1996                                 3-4

           Consolidated statements of operations -
             Fiscal Quarter and Nine Months ended
             November 30, 1996 and 1995                              5

           Consolidated statements of shareholders'
             equity - Twelve months ended February 29, 1996
             and the Nine Months Ended November 30, 1996             6

           Consolidated statements of cash flows -
             Nine Months Ended November 30, 1996 and 1995          7-8

           Notes to consolidated financial statements -
             November 30, 1996                                    9-12

         Item 2.  Management's Discussion and Analysis
           of Financial Condition and Results of Operations      13-15

 
PART II.  OTHER INFORMATION
          ----- -----------

         Item 1.  Legal Proceedings                                 16
         Item 2.  Changes in Securities                             16
         Item 3.  Defaults upon its Senior Securities               16
         Item 4.  Submission of Matters to a Vote of
                    Security Holders                                16
         Item 5.  Other Information                                 16
         Item 6.  Exhibits and reports on Form 8-K                  16

 
SIGNATURES

                                       2
<PAGE>
                  VIDEO DISPLAY CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                    ASSETS
<TABLE>
<CAPTION>
                                               (AS RESTATED)
                                                NOVEMBER 30,   February 29,
                                                    1996           1996
                                               --------------  -------------
                                                (UNAUDITED)
<S>                                            <C>             <C>
ASSETS
Current assets:
 Cash and cash equivalents (including
  restricted cash of $72,000 and $63,000)       $  1,737,000   $  1,057,000
 Notes and accounts receivable, less
  allowance for possible losses of
  $139,000                                         6,314,000      5,039,000
 Receivable from affiliates                               --        558,000
 Note receivable, net of unamortized
  discount of $36,000 and $33,000,
  respectively (Note D)                              144,000        144,000
 Inventories:
  Raw materials                                    4,275,000      3,272,000
  Finished goods                                  18,585,000     16,178,000
 Prepaid expenses                                    384,000        276,000
 Deferred income taxes                               497,000        497,000
                                                ------------   ------------
Total current assets                              31,936,000     27,021,000
 
Property, plant and equipment:
 Land                                                435,000        355,000
 Buildings                                         3,903,000      3,606,000
 Machinery and equipment                          12,913,000     11,862,000
                                                ------------   ------------
                                                  17,251,000     15,823,000
 Accumulated depreciation and amortization       (12,318,000)   (11,307,000)
                                                ------------   ------------
                                                   4,933,000      4,516,000
 
Investments (Note E)                                 429,000        622,000
 
Note receivable, net of unamortized
 discount of $113,000 and $146,000 and
 allowance for possible losses of
 $321,000 (Note D)                                   622,000        730,000
 
Goodwill, net of accumulated amortization
 of $823,000 and $729,000 (Note C)                 2,325,000      1,369,000
 
Other assets                                         240,000        161,000
                                                ------------   ------------
 
Total assets                                    $ 40,485,000   $ 34,419,000
                                                ============   ============
</TABLE>

The accompanying notes are an integral part of these statements.

                                       3
<PAGE>
 
                   VIDEO DISPLAY CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS - CONTINUED
                      LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
 
 
                                              (AS RESTATED)
                                              NOVEMBER 30,   February 29,
                                                  1996           1996
                                              -------------  -------------
                                               (UNAUDITED)     (NOTE B)
<S>                                           <C>            <C>
 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Note payable (Note F)                        $10,143,000    $ 9,089,000
  Notes payable to officers and
    shareholders                                 1,225,000        220,000
  Accounts payable                               3,891,000      2,457,000
  Accrued liabilities                            2,208,000      1,878,000
  Current maturities of long-term debt
    (Note F)                                     1,384,000      1,381,000
                                               -----------    -----------
Total current liabilities                       18,851,000     15,025,000
 
Long-term debt (Note F)                          1,424,000      2,340,000
Convertible debentures (Note C)                  2,000,000            ---
Deferred income taxes                              407,000        403,000
Minority interests                                 416,000        372,000
 
Commitments and contingencies (Note G)                 ---            ---
 
SHAREHOLDERS' EQUITY
  Preferred stock, no par value - shares
    authorized 2,000,000; none issued and
    outstanding                                        ---            ---
  Common stock, no par value - shares
    authorized 10,000,000; issued and
    outstanding shares 3,907,000                 3,529,000      3,529,000
  Additional paid-in capital                        81,000         81,000
  Retained earnings                             15,111,000     13,655,000
  Net unrealized gain (loss) on marketable
    equity securities                             (146,000)       200,000
  Currency translation adjustments              (1,188,000)    (1,186,000)
                                               -----------    -----------
 
  Total shareholders' equity                    17,387,000     16,279,000
                                               -----------    -----------

Total liabilities and shareholders' equity     $40,485,000    $34,419,000
                                               ===========    ===========
</TABLE>


The accompanying notes are an integral part of these statements.

                                       4
<PAGE>
 
                  VIDEO DISPLAY CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
           For the Fiscal Quarter and Nine Months Ended November 30,
                                  (UNAUDITED)

<TABLE>
<CAPTION>
 
 
                                         (RESTATED)                  (RESTATED)
                                            1996          1995          1996          1995
                                        ------------  ------------  ------------  ------------
<S>                                     <C>           <C>           <C>           <C>
 
Net sales                               $13,269,000   $12,644,000   $38,328,000   $36,087,000
 
Cost of goods sold                        8,453,000     7,557,000    24,888,000    22,255,000
                                        -----------   -----------   -----------   -----------
 
     Gross profit                         4,816,000     5,087,000    13,440,000    13,832,000
 
Operating expenses:
  Selling and delivery                      768,000     1,193,000     2,820,000     3,453,000
  General and administrative              2,868,000     2,552,000     7,676,000     7,029,000
                                        -----------   -----------   -----------   -----------
                                          3,636,000     3,745,000    10,496,000    10,482,000
 
     Operating profit                     1,180,000     1,342,000     2,944,000     3,350,000
 
 
Other income (expense)
  Interest expense                         (317,000)     (289,000)     (931,000)     (854,000)
  Foreign currency exchange loss                ---      (440,000)          ---      (510,000)
  Other, net                                  6,000        (1,000)       15,000        23,000
                                        -----------   -----------   -----------   -----------
                                           (311,000)     (730,000)     (916,000)   (1,341,000)
 
     Income before minority interest        869,000       612,000     2,028,000     2,009,000
 
Minority interest                            22,000         1,000        36,000        13,000
                                        -----------   -----------   -----------   -----------
 
    Income before income taxes              847,000       611,000     1,992,000     1,996,000

Income taxes                                218,000       260,000       536,000       683,000
                                        -----------   -----------   -----------   -----------

    Net Income                          $   629,000   $   351,000     1,456,000    $1,313,000
                                        ===========   ===========   ===========    ==========


Earnings per share of common stock      $      0.16   $      0.09   $      0.37    $     0.33
                                        ===========   ===========   ===========    ==========
Weighted average shares outstanding       3,961,000     3,963,000     3,961,000     3,963,000
                                        ===========   ===========   ===========    ==========

</TABLE> 

        The accompanying notes are an integral part of these statements.

                                       5
<PAGE>
 
                   VIDEO DISPLAY CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
               For the Twelve Months Ended February 29, 1996 and
                    the Nine Months Ended November 30, 1996

<TABLE>
<CAPTION>
 
 
                                                                                            Net Unrealized
                                                                                            Gain (Loss) on
                                                                    Foreign                   Concurrent
                                                                   Currency     Additional    Marketable
                                         Common      Retained     Translation    Paid In        Equity
                                          Stock      Earnings     Adjustments    Capital      Securities
                                       -----------  -----------  -------------  ----------  ---------------
<S>                                    <C>          <C>          <C>            <C>         <C>
Balance at February 28, 1995           $3,821,000   $11,876,000   $(1,020,000)          --        $(81,000)
  Net earnings for year                        --     1,779,000            --           --              --
  Contribution of capital from
    gain realized on sale of stock
    by officer                                 --            --            --      $81,000              --
  Repurchase and retirement of
    168,000 shares of common stock       (292,000)           --            --           --              --
  Currency translation adjustment              --            --      (166,000)          --              --
  Net unrealized gain on noncurrent
    marketable equity securities               --            --            --           --         281,000
                                       ----------   -----------  ------------   ----------  --------------
 
Balance at February 29, 1996           $3,529,000   $13,655,000   $(1,186,000)     $81,000        $200,000
 
  Net income for year to date                  --     1,456,000            --           --              --
  Currency translation adjustment              --            --        (2,000)          --              --
  Unrealized loss on marketable
  equity securities                            --            --            --           --        (346,000)
                                       $3,529,000   $15,111,000   $(1,188,000)     $81,000       $(146,000)
                                       ==========   ===========   ===========      =======       ==========
</TABLE> 

         The accompanying notes are an integral part of these statements.

                                       6
<PAGE>
 
                           VIDEO DISPLAY CORPORATION
        STATEMENTS OF CASH FLOWS For the Nine Months ended November 30,


                                                      (RESTATED)
                                                         1996          1995
                                                     -----------   -----------
<TABLE>
<CAPTION>
 
<S>                                            <C>              <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES         $   704,000    $ 2,354,000
 
INVESTING ACTIVITIES
 
Purchase of property, plant and equipment            (434,000)      (173,000)
Purchase of investment                                (12,000)      (157,000)
Decrease in investments                                   ---         37,000
Teltron acquisition                                   (40,000)           ---
Z-Axis acquisition - cash received                    150,000            -0-
Increase in other assets                              (95,000)        (4,000)
                                                  -----------    -----------
Net cash used in investing activities                (431,000)      (297,000)
 
FINANCING ACTIVITIES
 
Proceeds from long-term debt and
  lines of credit                                  15,703,000     24,030,000
Proceeds on note receivable                           135,000        120,000
Payments on long-term debt and
  lines of credit                                 (15,457,000)  (24,933,000)
Repurchase of common stock                                ---       (291,000)
Contribution of capital from
  sale of stock by officer                                ---         81,000
                                                  -----------    -----------
Net cash used in financing activities                 381,000       (993,000)
 
Effect of exchange rates on cash                       26,000         72,000
                                                  -----------    -----------
 
Net increase (decrease) in cash                       680,000      l,136,000
 
Cash, beginning of period                           1,057,000        104,000
                                                  -----------    -----------
 
Cash, end of period                               $ 1,737,000    $ 1,240,000
                                                  ===========    ===========
</TABLE>

The accompanying notes are an integral part of these statements.

                                       7
<PAGE>
 
                           Video Display Corporation
                           STATEMENTS OF CASH FLOWS
                    For the Nine Months ended November 30,

<TABLE> 
<CAPTION> 
                                                     (RESTATED)
                                                         1996          1995
                                                     -----------   -----------

<S>                                                <C>           <C>
RECONCILIATION OF NET EARNINGS FROM
  CONTINUING OPERATIONS TO NET CASH
  PROVIDED BY (USED IN) OPERATING
  ACTIVITIES

Net earnings from continuing operations            $ 1,456,000   $ 1,313,000
 
 
ADJUSTMENTS TO RECONCILE NET EARNINGS
  TO NET CASH PROVIDED BY OPERATIONS:
  Depreciation and amortization                        997,000     1,320,000
  Amortized interest on note receivable                (27,000)      (30,000)
  Decrease in allowance for doubtful accounts              ---        (3,000)
 
 
CHANGES IN OPERATING ASSETS AND LIABILITIES
  NET OF EFFECTS FROM ACQUISITIONS:
  Decrease in accounts receivable                      (85,000)     (278,000)
  Increase in inventory                             (2,427,000)   (1,810,000)
  Increase in prepaid expenses                         (89,000)      (79,000)
  Increase in accounts payable
    and accrued expenses                               834,000     1,901,000
  Increase in minority interest                         45,000        20,000
                                                   -----------   -----------
 
 
NET CASH PROVIDED BY (USED IN) CONTINUING
  OPERATIONS                                       $   704,000   $ 2,354,000
                                                   ===========   ===========
 
NONCASH INVESTING AND FINANCING ACTIVITIES
-------------------------------------------------
  Demand note payable issued in conjunction
    with Teltron acquisition                       $   900,000           ---
  Convertible debentures issued in conjunction
    with Z-Axis acquisition                        $ 2,000,000           ---
 
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       8
<PAGE>
 
                  VIDEO DISPLAY CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)



NOTE A - RESTATEMENT OF PREVIOUS FILING

The three and nine months ended November 30, 1996 results have been restated to
reflect the reductions of gross margins and the related tax effects which are
attributed primarily to the consumer parts division.  These adjustments were
identified in conjunction with the annual audit of the Company.  The following
table identifies the affected accounts:

<TABLE>
<CAPTION>
                              November 30, 1996                 November 30, 1996
                            As Previously Reported   Adjusted      As Restated
                            ----------------------  ----------  -----------------
<S>                         <C>                     <C>         <C>
Balance Sheets
  Current assets                 $31,936,000        $     ---      $31,936,000
  Total assets                   $40,485,000              ---      $40,485,000
  Current liabilities            $18,411,000        $ 440,000      $18,851,000
  Shareholders' equity           $17,827,000        $(440,000)     $17,387,000
  Total liabilities and
    shareholders' equity         $40,485,000        $     ---      $40,485,000
</TABLE>

<TABLE>
<CAPTION>
                                    Three Months ended                    Nine Months ended
                                       November 30,                          November 30,
                                As                                     As
                            Previously                   As        Previously                  As
                             Reported    Adjusted     Restated      Reported    Adjusted    Restated
                           ------------  ---------  ------------  ------------  --------  ------------
<S>                        <C>           <C>        <C>           <C>           <C>       <C>
Income Statement
  Net sales                $13,269,000   $   ---    $13,269,000   $38,328,000   $   ---   $38,328,000
  Cost of goods sold         8,354,000     99,000     8,453,000    24,178,000    710,000   24,888,000
  Operating expenses         3,636,000        ---     3,636,000    10,496,000        ---   10,496,000
  Other income(expense)       (311,000)       ---      (311,000)     (916,000)       ---     (916,000)
  Income taxes                 256,000    (38,000)      218,000       806,000                 536,000
  Net income               $   690,000   $ 61,000   $   629,000   $ 1,896,000   $440,000  $ 1,456,000
  Earnings per share             $0.18   $   0.02         $0.16         $0.48   $   0.11        $0.37
</TABLE>

                                       9
<PAGE>
 
                  VIDEO DISPLAY CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                                        
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements include the accounts of the Company and
its majority owned subsidiaries after elimination of all significant
intercompany accounts and transactions.

Investments in 50% or less-owned affiliated companies are accounted for on the
equity method.

The balance sheet at February 29, 1996 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

In the opinion of management, the accompanying unaudited consolidated financial
statements reflect all adjustments "consisting of only normal accruals"
necessary to present fairly the Company's consolidated financial position as of
November 30, 1996 and the Consolidated Statement of Earnings for the nine months
ended November 30, 1996 and 1995.


NOTE C - ACQUISITIONS

In April 1996, the Company exercised its option to purchase substantially all
the assets and assume the liabilities of Teltron Technologies, Inc. ("TTI") for
a purchase price of $963,000 consisting of cash of $63,000 and a demand note
payable of $900,000 with interest payable monthly at prime plus one percent.

June 1, 1996, the Company acquired 100% of the stock of Z-Axis, Inc.  The
Company issued $2,000,000 in face value of 8% five year convertible subordinated
debentures in payment of the acquisition.  The debentures have a 5-year maturity
date with a conversion rate of 200 shares per $1,000 face value of debentures.
An additional amount of debentures may be due based upon a performance
contingency formula during the years of February 28, 1997, 1998, and 1999
inclusive.


                                      10
<PAGE>
 
                  VIDEO DISPLAY CORPORATION AND SUBSIDIARIES
                        NOTES TO CONSOLIDATED FINANCIAL
                                  STATEMENTS 
                                  (UNAUDITED)


NOTE C - ACQUISITIONS (Continued)

Pro forma Consolidated Results of Operations
--------------------------------------------

The following table summarizes unaudited pro forma consolidated results of
operations of the Company, assuming the acquisitions had occurred at the
beginning of each of the following periods:

<TABLE>
<CAPTION>
                               Three months ended                Nine months ended
                                  November 30,                      November 30,
                             1996             1995             1996              1995
                          -----------      -----------      -----------      -----------
<S>                       <C>              <C>              <C>              <C>
Net sales                 $13,269,000      $13,696,000      $39,386,000      $39,048,000
Earnings from cont.
  operations              $ 1,279,000      $ 1,445,000      $ 3,829,000      $ 3,735,000
Net earnings              $   690,000      $   416,000      $ 2,005,000      $ 1,554,000
Net earnings per share    $      0.18      $      0.11      $      0.51      $      0.39
</TABLE>


NOTE D - SETTLEMENT OF LITIGATION

The Company and Global Products, Inc. ("Global") entered into a settlement
agreement ("Settlement"), effective February 16, 1995 in which both parties
agreed to dismiss all litigation, claims and counter claims related to the
dispute between the two parties.  The settlement contained provisions whereby
certain assets, previously owned by Summit Organization, Ltd., Global and its
affiliates, were transferred to the Company.

In conjunction with the above settlement, the Company received an unsecured note
receivable with a face value of $1,500,000 due in monthly installments of
$15,000 over a term of 100 months.  The note is non-interest bearing for the
first 50 payments and interest bearing, at prime plus 1% over the remaining 50
payments.  As of November 30, 1996, the note is recorded at a total of $766,000,
net of its discount and allowance.


NOTE E - MARKETABLE EQUITY SECURITIES AND INVESTMENTS

At February 29, 1996, the Company owned 266,000 shares of MicroTel
International, Inc. (MOL) which it accounts for as an available for sale
security.  On September 3, 1996, in a move from the American Stock Exchange to
the NASDAQ Small Cap market, Microtel recognized a 1 for 5 reverse split
reducing the Company's ownership to 53,200 shares.  Microtel's market value was
$120,000 and $465,000 at November 30, 1996 and February 29, 1996, respectively.
In accordance with SFAS 115, the Company has reflected unrealized gains and
losses on the MicroTel shares as a separate component of shareholders' equity.

                                      11
<PAGE>
 
                   VIDEO DISPLAY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


NOTE F - LONG-TERM DEBT

Long-term debt consisted of the following:

                                               (AS RESTATED)
                                                NOVEMBER 30,  February 29,
                                                    1996          1996
                                                -----------   -----------

<TABLE>
<CAPTION>
 
<S>                                               <C>          <C>
Term loan facility.                                $2,200,000   $2,800,000
 
Note payable to bank; quarterly principal
  payments of $10,000 plus interest at 86% of
  prime (8.25% at August 1996); collateralized
  by land, building and equipment with a net
  book value of $660,000 at November 30, 1996.         40,000       69,000
 
Mortgage payable to bank; monthly principal
  payments of $5,000 plus interest at 8.6%
  collateralized by land and building with
  a net book value of $618,000.                       241,000      269,000

Note payable to industrial development
  authority; monthly payment of $4,000
  including interest at 6.5%; collateralized
  by land and building with a net book value
  of $528,000.                                        192,000      217,000
 
Note payable to bank; monthly principal
  payments of $24,000 including interest
  at 9%; collateralized by computer
  equipment with a net book value of
  $500,000.                                            28,000      154,000
 
Note payable to bank; monthly payment of
  $8,000 plus interest at prime plus 1%;
  collateralized by machinery and equipment
  with a net book value of $400,000.                      ---       53,000
 
Note payable to bank; monthly payment of
  $2,000 plus interest at prime plus 1%;
  collateralized by land and buildings
  with a net book value of $183,000.                   83,000      111,000
 
Other                                                  24,000       48,000
                                                   ----------  -----------
 
                                                    2,808,000    3,721,000
Less current portion                                1,384,000    1,381,000
                                                   ----------  -----------
                                                   $1,424,000   $2,340,000
                                                   ==========  ===========
</TABLE>



                                      12
<PAGE>
 
                   VIDEO DISPLAY CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE F - LONG-TERM DEBT (Continued)

     On April 1, 1996, the Company acquired substantially all the assets and
assumed all the liabilities of Teltron Technologies, Inc. in exchange for a
demand note payable to an officer and shareholder of the Company in the amount
of $900,000 with interest payable monthly at prime plus one percent.

    The Company's $10,000,000 revolver expired December 31, 1996 and the Company
is currently in discussions with its lender regarding the terms of an extension
of its credit line. The Company does not anticipate problems in the
renegotiation of the debt.


NOTE G - CONTINGENCIES

     On June 10, 1995, the Company and its principal shareholder were named in
an Administrative Order issued by the Environmental Protection Division (EPD) of
the Georgia Department of Natural Resources regarding the investigation and
removal of hazardous substances on certain property located in Atlanta, Georgia
which the principal shareholder partially leased to the Company.  The Order
imposed obligations which are basically the same as those set forth in a Consent
Order which was entered into in 1994 between the EPD and a former owner of the
property.  The former owner essentially took responsibility for the hazardous
materials and agreed to investigate and remove the substances.  Due to the
acceptance of responsibility by the former owner, management considered this
matter resolved and consequently previous disclosure was not provided.

During the quarter ending August 31, 1996, the Company learned that the EPD
informed the former owner that it had violated the Consent Order and commenced
its own clean-up activities through the use of an independent contractor.  The
former owner strongly denies any violations under the Order.  The EPD may
attempt to pursue reimbursement of its clean-up expenses from the former owner,
the Company, the principal shareholder, or any combination of these persons and
possibly others.  The amount of any liability, if any, associated with this
potential claim is not currently determinable.  Management believes that if any
claim is made by EPD, the Company would present a strong defense based upon the
disparity between the location of the CRT storage areas and the hazardous
substances discovered on the property and the lack of evidence that any
hazardous substances were or could have been released by the Company's CRTs.

                                      13
<PAGE>
 
                                     PART I
                                     ------


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

Results of Operations - as restated
-----------------------------------

     The following table sets forth, for the nine months and three months ended
November 30, 1996 and 1995, the percentages which selected items in the
Statements of Operations bear to total revenues:

<TABLE>
<CAPTION>
                                  Fiscal Quarter          Nine Months
                                  Ended August 31,      Ended August 31,
                                  Restated              Restated
                                    1996     1995         1996     1995
                                    ----     ----         ----     ----
<S>                               <C>       <C>         <C>       <C>
Sales
 CRT and components                 51.2%     52.3%      50.2%     49.6%
 Wholesale electronic parts         48.8      47.7       49.8      50.4
                                   -----     -----      -----     -----
                                   100.0%    100.0%     100.0%    100.0%
                                   =====     =====      =====     =====
 Cost and expenses
 Cost of goods sold                 63.7%     59.8%      64.9%     61.7%
 Selling and delivery                5.8       9.4        7.4       9.6
 General and administrative         21.6      20.2       20.0      19.4
                                   -----     -----      -----     -----
                                    91.1      89.4       92.3      90.7

Income from Operations               8.9      10.6        7.7       9.3
Interest expense                    (2.4)     (2.3)      (2.4)     (2.4)
Other income (expense)              (0.1)     (3.5)      (0.1)     (1.4)
                                   -----     -----      -----     -----
 Income before income taxes          6.4       4.8        5.2       5.5
 Provision for income taxes          1.6       2.0        1.4       1.9
                                   -----     -----      -----     -----

Net income                           4.8%      2.8%       3.8%      3.6%
                                   =====     =====      =====     =====
</TABLE>


Net Sales
---------

     Consolidated net sales increased $625,000 or 4.9% for the three months
ended November 30, 1996 as compared to the same period one year ago.
Consolidated net sales for the nine months ended November 30, 1996 increased
$2,241,000 or 5.8% as compared to the nine months ended November 30, 1995.

     CRT sales increased $176,000 or 2.7% and $1,330,000 or 7.4% for the three
and nine months ended November 30, 1996 as compared to November 30, 1995.

     Wholesale parts sales increased $448,000 or 7.4% and $912,000 or 5.0% for
the same comparative periods.
 
                                      14
<PAGE>
 
MANAGEMENT'S DISCUSSION AND ANALYSIS - (Continued)

     The increase of CRT sales can be attributed to the addition of two new
subsidiaries added in fiscal 1997.  The new subsidiaries added $1,080,000 and
$3,895,000 to the three and nine months ended November 30, 1996, respectively.

     The net increase in wholesale parts sales includes increases of $1,700,000
in sales of replacement parts to major electronics distributors in the nine
months ended November 30, 1996 compared to one year ago.  The fire and safety
product line has added $358,000 year to date over one year ago.  The offsetting
declines of $1,146,000 reflect the growing trend of small distribution companies
and consumer shops being absorbed or eliminated by large discount chains.

Gross Margins
-------------

  Consolidated gross margins as a percentage of sales were 35.1% verses 38.3%
for the nine months ended November 30, 1996 as compared to November 30, 1995.
The decline in gross margins can be attributed primarily to the wholesale parts
division.  While sales of replacement parts to major electronics distributors
increased $1.7 million for the first nine months, those sales are at lower
margins than are generated from sales to other dealer and end user consumers.

Operating Expenses
------------------

  Selling and general and administrative expenses increased slightly in dollar
amounts in the six month comparative periods, but decreased as a percentage of
sales from 29.6% to 27.4% and 29.0% to 27.4% for the three and nine months ended
November 30, 1996 and 1995.

Interest Expense
----------------

  Interest expense increased $28,000 for the three months and $77,000 for the
nine months ended November 30, 1996 compared to the same periods a year ago.
There was a reduction of benefit of $116,000 year to date due to the expiration
of the interest swap agreements in May 1996, comparatively.  Additional interest
expense was incurred due to the increased debt of $2,900,000 issued in
conjunction with the two acquisitions completed in the first half of this year.

Income Taxes
------------

  The Company's effective tax rate for the third quarter of fiscal 1997 was
25.7% as compared to 42.5% for the same period a year ago.  The effective tax
rate for the nine months ended November 30, 1996 compared to November 30, 1995
was 26.9% versus 34.2%.  The third quarter and year to date fiscal 1997
effective tax rate reflects higher income generated by foreign subsidiaries for
which no tax provision has been accrued. The foreign subsidiary has a tax loss
carry forward which is applicable to these earnings.

                                      15
<PAGE>
 
Foreign Currencies
------------------

  The Company recorded a $2,000 decrease to shareholders' equity in the first
nine months of fiscal 1997 related primarily to the Company's Mexican facility
and the effects on its financial statements calculated using the Mexican peso as
its functional currency.  The peso has remained relatively stable since the
begining of this fiscal year.

Liquidity and Capital Resources
-------------------------------

  The Company's working capital was $13,085,000 at November 30, 1996 as compared
to $11,996,000 at February 29, 1996.

  Net cash provided by operating activities for the nine months ended November
30, 1996 was $704,000 on net income of $1,896,000.

  Capital expenditures for fiscal 1997 are not anticipated to be significant
other than the leasehold improvements and moving costs associated with the
relocation of the Arizona electron gun facility to Stone Mountain, Georgia.
Those relocation costs are estimated to be $262,000.

  In fiscal 1995, the Company entered into a new loan agreement with the bank
providing a $4,000,000 five year term loan and a one year $10,000,000 revolving
line of credit.  The revolver expired December 31, 1996 and the Company is
currently in discussions with its lender regarding the terms of an extension of
its credit line. The Company does not anticipate problems in the renegotiation
of the debt.

  In April 1996, the Company exercised its option to purchase substantially all
the assets and assume the liabilities of Teltron Technologies, Inc. ("TTI") from
officers and shareholders of the Company for cash and a demand note payable of
$900,000 as discussed in Note B of the financial statements.

  On June 1, 1996, the Company acquired 100% of the stock of Z-Axis, Inc. The
Company issued $2,000,000 of 8% convertible subordinated debentures in payment
for the acquisition as discussed in Note B of the financial statements. Z-Axis,
Inc., founded in 1989 with strong support of the Company's management,
manufactures and markets specialty monochrome and color CRT monitor assemblies.

  The Company is currently bidding on sales contracts for additional revenues
which could significantly increase its requirements for working capital.  It is
the Company's intent to finance its short term capital requirements through its
existing bank borrowing relationships; however, longer term sources of more
permanent capital may be required if certain larger contracts are awarded to the
Company.

                                      16
<PAGE>
 
                                    PART II


Item 1.  Legal Proceedings

   None in the third quarter of fiscal 1997.  See Form 10-Q for the quarter
ended August 31, 1996.

 
Item 2.  Changes in Securities
         None.

Item 3.  Defaults upon Senior Securities
         None.

Item 4.  Submission of Matters to a Vote of Security Holders
         None.

Item 5.  Other Information
         None.

Item 6.  Exhibits and Reports on Form 8-K
         The Company did not file any reports on Form 8-K during
         the nine months ended November 30, 1996.

                                      17
<PAGE>
 
                                  SIGNATURES
                                  -----------


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.



                                  VIDEO DISPLAY CORPORATION



July 3, 1997                 By:  /s/ Ronald D. Ordway
                                  -------------------------
                                  Ronald D. Ordway
                                  Chief Executive Officer



                             By:  /s/ Carol D. Franklin
                                  -------------------------
                                  Carol D. Franklin
                                  Chief Financial Officer