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 29, 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 0-11691


                           ELEXSYS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


            Delaware                                             95-3534864
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                 4405 Fortran Court, San Jose, California 95134
               (Address of principal executive offices) (Zip Code)


                                 (408) 935-6300
              (Registrant's telephone number, including area code)


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 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                   Yes X No__


     At May 1, 1997 there were 9,459,795 outstanding shares of common stock.

                        This report consists of 11 pages


<PAGE>


                           ELEXSYS INTERNATIONAL, INC.
                                    FORM 10-Q
                                      INDEX


<TABLE>
<CAPTION>

                                                                                         Page
Part I.   Financial Information:                                                        ------
<S>       <C>                                                                            <C>

          Item 1.
          Consolidated Balance Sheets as of March 29, 1997 and September 30, 1996.......  3

          Consolidated Statements of Operations for the Three and Six Months
          Ended March 29, 1997 and March 30, 1996.......................................  4

          Consolidated Statements of Cash Flows for the Six Months
          Ended March 29, 1997 and March 30, 1996.......................................  5

          Notes to the Consolidated Financial Statements................................  6

          Item 2.
          Management's Discussion and Analysis of Financial Condition and
          Results of Operations.........................................................  8

Part II.  Other Information:

          Item 6a.
          Exhibits...................................................................... 10

</TABLE>
                                       2

<PAGE>

<TABLE>

                           ELEXSYS INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)
<CAPTION>

                                                                       March 29,        September 30,
                                                                         1997               1996
                                                                    ----------------   ----------------
ASSETS                                                                (Unaudited)
Current assets:
<S>                                                                 <C>                <C>
  Cash and cash equivalents                                         $        644       $       1,075
  Accounts receivable, net                                                23,814              20,463
  Inventories                                                             17,383              10,690
  Prepaid expenses and other current assets                                1,865               1,447
                                                                    ----------------   ----------------
         Total current assets                                             43,706              33,675
                                                                    ----------------   ----------------
Property, plant and equipment, net                                        31,028              24,818
Other assets                                                               3,274               3,612
                                                                    ----------------   ----------------
             Total assets                                           $     78,008       $      62,105
                                                                    ================   ================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                  $     17,089       $      12,629
  Accrued payroll and related costs                                        2,628               2,611
  Other current liabilities                                                1,222               1,321
  Short-term borrowings                                                    7,172               5,310
  Current portion of long-term debt                                        1,424               1,234
                                                                    ----------------   ----------------
         Total current liabilities                                        29,535              23,105
                                                                    ----------------   ----------------
  Long-term debt                                                           8,005               2,448
  Convertible subordinated debentures                                     12,000              12,000

Stockholders' equity:
  
  Preferred stock, $1.00 par value, 1,000,000
  shares authorized, none issued and outstanding at
  March 29, 1997 and September 30, 1996 Common
  stock, $1.00 par value, 20,000,000 shares
  authorized, 9,453,795 shares issued and
  outstanding at March 29, 1997 and 9,300,810
  shares issued and outstanding at September 30, 1996                      9,454               9,301
  Additional paid-in capital                                               7,521               7,294
  Cumulative foreign currency translation adjustment                         107                 (22)
  Retained earnings                                                       11,386               7,979
                                                                    ----------------   ----------------
          Total stockholders' equity                                      28,468              24,552
                                                                    ----------------   ----------------
             Total liabilities and stockholders' equity             $     78,008       $      62,105
                                                                    ================   ================

<FN>
        The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
                                       3
<PAGE>

<TABLE>

                           ELEXSYS INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)

<CAPTION>
                                                 Three Months Ended               Six Months Ended

                                           March 29,        March 30,        March 29,         March 30,
                                             1997             1996              1997             1996
                                         --------------  ----------------  ---------------  ----------------
<S>                                      <C>             <C>               <C>              <C>           
Net sales                                $      37,475   $       30,388    $       73,976   $       59,299
Cost of sales                                   32,144           24,682            61,857           48,215
                                         --------------  ----------------  ---------------  ----------------

  Gross profit                                   5,331            5,706            12,119           11,084

Operating expenses:
  Selling, general and administrative            3,900            3,133             7,371            6,074
  Research and development                          61               97               110              140
                                         --------------  ----------------  ---------------  ----------------

         Total operating expenses                3,961            3,230             7,481            6,214
                                         --------------  ----------------  ---------------  ----------------

Income from operations                           1,370            2,476             4,638            4,870

Interest expense, net                              529              263               994              628
                                         --------------  ----------------  ---------------  ----------------

Income before income taxes                         841            2,213             3,644            4,242

Provision for income taxes                          73              (16)              237                3
                                         --------------  ----------------  ---------------  ----------------

         Net Income                      $         768   $        2,229    $        3,407   $        4,239
                                         ==============  ================  ===============  ================

Earnings per share:
Primary                                  $        0.08    $        0.23    $         0.35    $        0.44
Fully Diluted                            $        0.08    $        0.23    $         0.35    $        0.44
                                         --------------  ----------------  ---------------  ----------------

Weighted average common shares and
common equivalent shares outstanding:
Primary                                          9,870            9,552             9,824            9,513
Fully Diluted                                    9,870            9,552             9,824            9,513
                                         ==============  ================  ===============  ================

<FN>

           The accompanying notes are an integral part of these consolidated financial statements.

</FN>
</TABLE>
                                       4

<PAGE>

<TABLE>

                           ELEXSYS INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<CAPTION>

                                                                             Six Months Ended
                                                                      March 29,           March 30,
                                                                         1997               1996
                                                                    -----------------  -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                 <C>                <C>        
Net income                                                          $     3,407        $     4,239
Adjustments to reconcile net income to
 net cash provided by operating activities:
  Depreciation and amortization                                           3,199              2,374
  Increase in accounts receivable                                        (3,304)            (1,144)
  Increase in inventories                                                (6,667)              (843)
  Increase in prepaid expenses and other current assets                    (412)              (405)
  Increase in accounts payable                                            4,421              2,020
  Increase (decrease) in accrued payroll and related taxes                   11               (112)
  Decrease in restructuring reserve                                           -                (79)
  Decrease in other current liabilities                                    (104)              (702)
  Other                                                                      41                (54)
                                                                    -----------------  -----------------
  Net cash provided by operating activities                                 592              5,294
                                                                    -----------------  -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment                                (8,250)            (4,358)
Proceeds from sale of property, plant and equipment                          22                  -
Decrease other long-term assets                                             243                  -
                                                                    -----------------  -----------------
  Net cash used by investing activities                                  (7,985)            (4,358)
                                                                    -----------------  -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options                                     380                471
Net change in short-term borrowings                                       1,862             (2,129)
Borrowings under long term debt                                           5,023                288
Principal payments on debt                                                 (329)              (184)
                                                                    -----------------  -----------------
   Net cash provided by (used by) financing activities                    6,936             (1,554)
                                                                    -----------------  -----------------

Effects of exchange rate changes on cash and cash equivalents                26                  -
                                                                    -----------------  -----------------

   Net decrease in cash and cash equivalents                               (431)              (618)
   Cash and cash equivalents, beginning of period                         1,075                903
                                                                    -----------------  -----------------
   Cash and cash equivalents, end of period                         $       644        $       285
                                                                    =================  =================

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest payments                                                   $       617        $       421
                                                                    =================  =================
Income tax payments                                                 $       257        $       206
                                                                    =================  =================

<FN>
         The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
                                       5
<PAGE>


                           ELEXSYS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Basis of Presentation

         The accompanying unaudited consolidated financial statements of Elexsys
         International,  Inc. and its subsidiaries  (the "Company")  contain all
         adjustments, consisting of only normal recurring adjustments, which, in
         the  opinion  of  management,  are  necessary  to  present  fairly  the
         financial  position of the  Company as of March 29, 1997 and  September
         30, 1996 and the results of its operations and cash flows for the three
         and six  months  ended  March  29,  1997 and March  30,  1996.  Certain
         information and footnote disclosures normally included in the financial
         statements  have  been  condensed  or  omitted  pursuant  to rules  and
         regulations  of the Securities  and Exchange  Commission,  although the
         Company  believes that the  disclosures in the  consolidated  financial
         statements  are  adequate  to  make  the   information   presented  not
         misleading.

         The consolidated financial statements included herein should be read in
         conjunction with the consolidated  financial  statements of the Company
         included in the Company's Annual Report on Form 10-K for the year ended
         September 30, 1996.



Note 2 - Inventories

         Inventories consist of the following (in thousands):

                                              March 29,        September 30,
                                                1997               1996
                                           ----------------   ----------------
                                             (Unaudited)
              Raw materials                $     8,719       $      5,434
              Work in progress                   8,664              5,256
                                           ----------------   ----------------
              Totals                       $    17,383        $    10,690
                                           ================   ================

Note 3 - Earnings Per Share

         Primary and fully  diluted  earnings per common share for the three and
         six months  ended March 29, 1997 and March 30, 1996 have been  computed
         based on weighted  average common shares  outstanding  and common stock
         equivalents  (stock  options)  as of the above dates and do not include
         the assumed  conversion of the 5 1/2 percent  Convertible  Subordinated
         Debentures  due 2012 into common  stock as such effect  would have been
         antidilutive.


Note 4 - Recently Issued Accounting Standard

         In February  1997,  the  Financial  Accounting  Standards  Board issued
         Statement of Financial  Accounting  Standards  No. 128,  "Earnings  per
         Share"  (SFAS  128).  The  Company is required to adopt SFAS 128 in the
         fourth  quarter of fiscal 1997 and will  restate at that time  earnings
         per share  (EPS) data for the prior  periods to conform  with SFAS 128.
         Earlier application is not permitted.

                                       6
<PAGE>



                           ELEXSYS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


Note 4 - Recently Issued Accounting Standard (continued)

         SFAS 128 replaces  current EPS  reporting  requirements  and requires a
         dual presentation of basic and diluted EPS. Basic EPS excludes dilution
         and  is  computed  by  dividing   net  income,   available   to  common
         stockholders,  by the weighted average of common shares outstanding for
         the period.  Diluted EPS reflects  the  potential  dilution  that could
         occur if  securities  or other  contracts  to issue  common  stock were
         exercised or converted into common stock.

         If SFAS had been in effect  during the current and prior year  periods,
         basic EPS would have been $.08 and $.24 for the  quarters  ended  March
         29, 1997 and March 30, 1996 respectively, and $.36 and $.46 for the six
         month period  ending  March 29, 1997 and March 30, 1996,  respectively.
         Diluted EPS under SFAS 128 would not have been significantly  different
         than fully diluted EPS currently reported for the periods.

Note 5 - Income Taxes

         In the first six months of fiscal 1997, the Company  provided  $237,000
         for  income  taxes.  This tax  provision  primarily  relates to federal
         alternative  minimum tax and state taxes. As of September 30, 1996, the
         Company had net operating loss  carryforwards  for federal,  state, and
         foreign income tax purposes of approximately $24,416,000,  $19,402,000,
         and  $672,000,  respectively.  These  carryforwards,  for which  future
         benefits are not assured, expire in various amounts through 2008.

Note 6 - Subsequent Event

         In April 1997,  the  Company  acquired,  pursuant  to a Stock  Purchase
         Agreement,  Neutronic  Stampings,  Inc.  including  the  remaining  50%
         interest  not  already  owned  by  the  Company  in  two  partnerships,
         Neutronic  Plating  Services and H&V  Services,  plus other  production
         equipment leased by the above entities for approximately  $4.6 million.
         The purchase price  includes $2.0 million in cash and promissory  notes
         payable  over  one  year  for $2.3  million.  The  acquisition  will be
         accounted  for  using  the  purchase  method  with the  purchase  price
         allocated to assets and goodwill upon completion of an appraisal of the
         assets  acquired.  The entities above are engaged in stamping spools of
         metal to create  parts  and/or  plating  spools of metal  parts used in
         various industries such as backplane assemblies.

                                       7


<PAGE>



                           ELEXSYS INTERNATIONAL, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

       The  following   discussion  should  be  read  in  conjunction  with  the
       Consolidated  Financial  Statements and Notes thereto contained elsewhere
       within this Report on Form 10-Q.  Except for the  historical  information
       contained  herein,  the  following  discussion  contains  forward-looking
       statements  that  involve  risks and  uncertainties.  The  actual  future
       results of the Company could differ materially from those discussed here.
       Factors that could cause or contribute to such differences  include,  but
       are not limited to, those  discussed in this section and those  discussed
       in the Company's Form 10-K for the year ended September 30, 1996.

Results of Operations

       Net Sales
       Net sales for the three months  ended March 29, 1997 were $37.5  million,
       an increase of 23%,  compared to the three  months  ended March 30, 1996.
       This  increase  resulted  primarily  from an  increase  in  demand in the
       Company's assembly business.

       Net sales for the six months ended March 29, 1997 were $74.0 million,  an
       increase of 25%,  compared to the six months ended March 30,  1996.  This
       increase   resulted   from  an  increase  in  demand  for  the  Company's
       manufacturing  services  and  the  acquisition  of the  Company's  Anetec
       subsidiary on May 3, 1996.

       Gross Margin
       Gross  margin,  as a  percentage  of net sales for the three months ended
       March 29, 1997 was 14.2% versus 18.8% for the  comparable  time period in
       1996.  This  reduction in gross margin was  primarily due to higher costs
       and lower efficiencies  resulting from materials related issues that lead
       to higher production costs to replace and rebuild products.

       Gross margin, as a percentage of net sales for the first six months ended
       March 29, 1997 was 16.4% versus 18.7% for the  comparable  time period in
       1996. This reduction in gross margin was due primarily to the decrease in
       margins in the three months ended March 29, 1997,  for the reasons  noted
       above.

       Selling, General and Administrative
       SG&A was 10.3% and 10.4% of net sales for the three  month  period  ended
       March 29, 1997 and March 30, 1996 respectively.  SG&A was 10.0% and 10.2%
       of net sales for the six month  period ended March 29, 1997 and March 30,
       1996, respectively.

       Interest Expense, Net
       Net  Interest  expense for the three and six month period ended March 29,
       1997  increased 101% and 58%,  respectively,  over the same period of the
       prior year. The increase is mainly  attributable to increased  borrowings
       to finance  working  capital needs and long term debt  borrowings of $2.3
       million to purchase the  Company's  New  Hampshire  facility and adjacent
       space in November 1996.

                                       8

<PAGE>


                           ELEXSYS INTERNATIONAL, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

Factors That May Affect Future Results

       The Company's  future  operating  results may be adversely  affected by a
       number  of  factors,  including  general  economic  conditions,   foreign
       competition,  industry  consolidation,  the Company's ability to develop,
       manufacture, and sell its products profitably, and the cyclical nature of
       the business of some of the Company's customers.

       The Company  participates in a highly competitive  industry.  The printed
       circuit  board  industry has been  characterized  by  stringent  customer
       demands for timely  deliveries,  service  and quality of products  and by
       aggressive  pricing practices.  The Company's  operating results could be
       materially  adversely  affected  should the Company be unable to meet any
       one of these customer demands.

Liquidity and Capital Resources

       The  Company had cash flows from  operating  activities  of $0.6  million
       during  the first six  months of fiscal  1997  compared  to $5.3  million
       during the same period of the previous year.  This decrease was primarily
       attributable to additional working capital required to support the growth
       in  revenues.  The increase in  inventories  of $6.7 million in the first
       half of fiscal 1997 was  primarily  due to the  build-up of the  assembly
       inventory to support additional  customers on a turn key basis.  Accounts
       receivable grew $3.3 million due to higher sales levels.  Working capital
       during  the  first  half of fiscal  1997 was  positively  impacted  by an
       aggregate  increase  of  $4.3  million  for  accounts  payable,   accrued
       expenses, and other current liabilities.

       Cash provided by operating activities of $.6 million during the first six
       months of fiscal 1997 was offset by cash used by investing  activities of
       $8.0 million during the same period.  Cash from investing  activities was
       used for the purchase of $6.0 million of capital equipment and for a $2.3
       million  purchase of the Company's  Nashua,  New  Hampshire  facility and
       adjacent  space.  Capital  equipment was purchased for the enhancement of
       manufacturing  capabilities  and for  normal  replacement  of  equipment.
       Investing activities were funded by cash provided by financing activities
       of $6.9 million with the bank  borrowings,  capital leases and tax exempt
       bonds were the primary  sources of borrowings.  As of March 29, 1997, the
       Company's ratio of current assets to current liabilities was 1.5 to 1.0.

       The additional cash requirements to meet the obligations of the April 14,
       1997 Neutronic Stampings, Inc. acquisition, see Note 6, were provided for
       by a draw down under the Company's Term Loan Credit Agreement which had a
       remaining  capacity of $4.7  million at March 29, 1997 and is  designated
       for Company acquisitions.

       As of March 29,  1997,  the Company had  borrowed  $7.2  million  with an
       additional  $4.4 million pledged or to be pledged under letters of credit
       with an asset based lender under the Company's Accounts Receivable Credit
       Agreement.   The  remaining   borrowing   capacity  under  this  line  is
       approximately  $1.4  million.  As of March 29,  1997 the  Company  was in
       compliance with all of the covenants as defined within the agreement.

       The Company has begun  discussions  with its major lender and  additional
       banks to add  additional  participants  in its bank lines and to increase
       its  borrowing  capacity  both for  working  capital  and to finance  its
       capital  expenditures.  The Company  believes that the  completion of the
       changes  contemplated  above  will be  sufficient  to meet its  projected
       working capital  requirements and other cash requirements  through fiscal
       1997.

                                       9

<PAGE>

Part II. OTHER INFORMATION


Item 6 a. Exhibits

         10.49    Neutronic Stampings, Inc. Stock Purchase Agreement dated April
                  14, 1997

         11.1     Computions of Earnings Per Share and Common  Equivalent  Share
                  for the Three and Six Month Periods  Ending March 29, 1997 and
                  March 30, 1996

         27       Financial Data Schedule

         b.  Current reports on Form 8-K

                  None


                                       10

<PAGE>



                                   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.


                                        ELEXSYS INTERNATIONAL, INC.
                                        --------------------------------------
                                                 (Registrant)



Date:  May 9, 1997                        By: W.F. Hegarty
       -----------                            ------------
                                          W.F. Hegarty
                                          President and Chief Operating Officer


                                          By: Robert DeLaurentis
                                              ------------------
                                          Robert DeLaurentis
                                          Chief Financial Officer


                                       11