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 December 28, 1996

                                       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 January 31, 1997 there were 9,397,545 outstanding shares of common stock.

                        This report consists of 11 pages


<PAGE>









                           ELEXSYS INTERNATIONAL, INC.
                                    FORM 10-Q
                                      INDEX




     Part I.   Financial Information:

     Item 1.   Consolidated  Balance Sheets as of December 28, 1996 and
               September 30, 1996............................................ 2

               Consolidated  Statements of Operations  for the Three Months
               Ended December 28, 1996 and December 30, 1995................. 3

               Consolidated Statements of Cash Flows for the Three  Months
               Ended December 28, 1996 and December 30, 1995..................4

               Notes to the Consolidated Financial Statements................ 5

     Item 2.   Management's  Discussion  and Analysis of Financial  Condition
               and Results of Operations......................................7

     Part II.  Other Information:

     Item 4.   Submission of Matters to a Vote of Security Holders............9

     Item 6.   Exhibits.......................................................9






                                       1

<PAGE>


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

                                                                     December 28,       September 30,
                                                                         1996               1996
                                                                     ------------       -------------
                                                                      (Unaudited)
<S>                                                                 <C>              <C>                                            
ASSETS                                                                
Current assets:
  Cash and cash equivalents                                         $        320     $         1,075
  Accounts receivable, net                                                20,421              20,463
  Inventories                                                             13,359              10,690
  Prepaid expenses and other current assets                                1,450               1,447
                                                                    ----------------   ----------------
         Total current assets                                             35,550              33,675
                                                                    ----------------   ----------------
Property, plant and equipment, net                                        29,384              24,818
Other assets                                                               3,258               3,612
                                                                    ----------------    ---------------
             Total assets                                           $     68,192     $        62,105
                                                                    ================   ================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                  $     14,497      $       12,629
  Accrued payroll and related costs                                        3,310               2,611
  Other current liabilities                                                1,545               1,321
  Short-term borrowings                                                    4,884               5,310
  Current portion of long-term debt                                        1,222               1,234
                                                                    ----------------   ----------------
         Total current liabilities                                        25,458              23,105
                                                                    ----------------   ----------------
  Long-term debt                                                           3,095               2,448
  Convertible subordinated debentures                                     12,000              12,000

Stockholders' equity:
  Preferred stock, $1.00 par value, 1,000,000,000 shares 
  authorized, none issued and  outstanding  at December 28, 
  1996 and  September  30, 1996. 
  Common  stock,  $1.00 par value,  20,000,000  shares  authorized,  
  9,364,105 shares issued and outstanding at December 28, 1996 and 
  9,300,810 shares issued and outstanding at September 30, 1996            9,364               9,301            
  Additional paid-in capital                                               7,476               7,294
  Cumulative foreign currency translation adjustment                         181                 (22)
  Retained earnings                                                       10,618               7,979
                                                                    ----------------   ----------------
          Total stockholders' equity                                      27,639              24,552
                                                                    ----------------   ----------------
             Total liabilities and stockholders' equity            $      68,192         $    62,105
                                                                    ================   ================

</TABLE>

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

                                       2
<PAGE>


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


                                                              Three Months Ended

                                                      December, 28,        December 30,
                                                          1996                 1995
                                                    ------------------   ------------------

<S>                                                   <C>                  <C>    
Net sales                                             $ 36,501             $ 28,911
Cost of sales                                           29,713               23,533
                                                    ------------------   ------------------

  Gross profit                                           6,788                5,378

Operating expenses:
  Selling, general and administrative                    3,471                2,941
  Research and development                                  49                   43
                                                    ------------------   ------------------

         Total operating expenses                        3,520                2,984
                                                    ------------------   ------------------

Income from operations                                   3,268                2,394

Interest expense, net                                      465                  365
                                                    ------------------   ------------------

Income before income taxes                               2,803                2,029

Provision for income taxes                                 164                   19
                                                    ------------------   ------------------

         Net Income                                   $  2,639              $ 2,010
                                                    ==================   ==================


Earnings per share                                    $   0.27              $  0.21
                                                    ==================   ==================

Weighted average common shares and common
equivalent shares outstanding                            9,777                9,474
                                                    ==================   ==================


</TABLE>



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

                                       3
<PAGE>


                           ELEXSYS INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
                                                                         Three Months Ended
                                                                  December 28,      December 30,
                                                                       1996              1995
                                                                  ----------------  ----------------

<S>                                                                 <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                          $   2,639         $   2,010
Adjustments to reconcile net income to
 net cash provided by operating activities:
  Depreciation and amortization                                         1,585             1,070
  Decrease in accounts receivable                                         132             3,086
  (Increase) decrease in inventories                                   (2,616)              248
  (Increase) decrease in prepaid expenses and other current assets         16               (20)
  Increase in accounts payable                                          1,787               131
  Increase (decrease) in accrued payroll and related taxes                688              (211)
  Increase (decrease) in other current liabilities                        213              (171)
  Other                                                                    -                 64
                                                                  ----------------  ----------------
  Net cash provided by operating activities                             4,444             6,207
                                                                  ----------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment                              (5,158)           (1,952)
(Increase) decrease other long-term assets                                290                -
                                                                  ----------------  ----------------
  Net cash used by investing activities                                (4,868)           (1,952)
                                                                  ----------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Principle Payments on debt                                               (144)              (30)
Proceeds from exercise of stock options                                   245               300
Net change in short-term borrowings                                      (426)           (2,981)
                                                                  ----------------  ----------------
   Net cash used by financing activities                                 (325)           (2,711)
                                                                  ----------------  ----------------
                                                                 
Effects of exchange rate changes on cash                                   (6)              (25)
                                                                  ----------------  ----------------

   Net increase (decrease) in cash and cash equivalents                  (755)            1,519
   Cash and cash equivalents, beginning of period                       1,075               903
                                                                  ----------------   ---------------
   Cash and cash equivalents, end of period                         $     320         $   2,422
                                                                  ================  ================

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Equipment acquired under capital leases                             $     692                -
                                                                  ================  ================

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest payments                                                   $     253         $      62
                                                                  ================  ================
Income tax payments                                                 $     170         $      40
                                                                  ================  ================


</TABLE>


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


                                       4
<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 December 28, 1996 and September
         30, 1996,  the results of its  operations  and cash flows for the three
         months  ended  December  28,  1996  and  December  30,  1995.   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
         for the year ended September 30, 1996, included in the Company's Annual
         Report on Form 10-K for that fiscal year.


Note 2 - Inventories

         Inventories consist of the following (in thousands):
<TABLE>

                                                       December 28,       September 30,
                                                           1996               1996
                                                      ----------------   ----------------
                                                        (Unaudited)
<S>                                                       <C>                <C>    
              Raw materials                               $ 6,907            $ 5,434
              Work in progress                              6,452              5,256
                                                      ----------------   ----------------
              Totals                                      $13,359            $10,690
                                                      ================   ================

</TABLE>

Note 3 - Earnings Per Share

         Primary  and fully  diluted  earnings  per  common  share for the three
         months ended December 28, 1996 and December 30, 1995 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 - Income Taxes

         In the first three months of fiscal 1997, the Company provided $164,000
         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.

                                       5
<PAGE>


                           ELEXSYS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 5 - Translation of Foreign Currencies

Assets and  liabilities  of the  Company's  United  Kingdom  subsidiary  are
translated  into US  dollars at the  exchange  rates in effect at the end of the
period.  Revenue and expense  accounts are  translated at a weighted  average of
exchange  rates which are in effect  during the year.  Translation  adjustments
that arise from translating the Company's United Kingdom subsidiary's  financial
statements  from pound  sterling  to US dollars  are  accumulated  in a separate
component of stockholders' equity.  Transaction gains and losses that arise from
exchange rate changes on  transactions  denominated in a currency other than the
local currency are included in results of operations as incurred.  For the three
months  ended  December 28, 1996,  there were no material  transaction  gains or
losses.


Note 6 - Subsequent Event

On January 17, 1997, the Company  terminated its existing  working  capital
line of credit and entered into a new loan agreement with Sanwa Bank California.
The loan agreement  consists of a $13 million working capital line of credit and
a $7 million term loan. The borrowings  under the working capital line of credit
and the term loan bear  interest  at prime rate plus 1/2  percent and 1 percent,
respectively.  At the Company's  request,  interest on the line of credit or the
term loan can be  converted  to a fixed  rate at 250 basis  points and 300 basis
points,  respectively,  over the cost of funds.  The line of credit and the term
loan are  collateralized by substantially all of the Company's assets.  The line
of credit will remain in effect until January 31, 1998.  The amount of term loan
can fluctuate and interest only will be payable until January 31, 1998, at which
point the amount  outstanding  will become due and  payable in 36 equal  monthly
installments  of principal and interest  ending on January 31, 2001.  The credit
facility  contains  covenants  including the  maintenance  of certain  levels of
working capital,  tangible net worth and certain  financial ratios. In addition,
the company is restricted from incurring additional indebtedness, dividends, and
certain other payments.

In  December  1996,  the  Business  Finance  Authority  of the State of New
Hampshire  (the  "Issuer")  issued a tax-exempt  qualified  small issue  private
placement  bond, the proceeds of which were loaned to the company on January 27,
1997 to  reimburse  the  Company for the $2.3  million it paid to  purchase  its
Nashua,   New  Hampshire   manufacturing   facility  in  November   1996,   with
approximately   another   $400,000   available  to  reimburse  the  Company  for
improvements  it intends to make to the premises.  In connection  with the loan,
the Company  entered into a Loan Agreement  among the Issuer,  GE Capital Public
Finance,  Inc., as lender to the Issuer, and the Company, as borrower,  dated as
of  December  1,  1996  (the  "Loan  Agreement").  Under  the  terms of the Loan
Agreement, the loan has a ten year term with interest payable monthly in arrears
at a rate of 6.33%.  Principal  payments are also due monthly  based on a twenty
year  amortization  schedule.  The loan is secured by a standby letter of credit
issued by Sanwa Bank California  under the Company's line of credit  facility
for 100% of the principal amount plus 120 days interest.


                                       6
<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  increased  26 percent for the three  months  ended  December 28, 1996
compared to the first quarter of fiscal 1996.  The increase in net sales for the
three  months  ended  December 28, 1996  resulted  from an increased  demand for
backpanel   assemblies  from  the  Company's  existing  customer  base  and  new
customers,  and  sales  generated  due to the May  1996  acquisition  of  Anetec
Technologies.  The Company has unused  capacity in its Printed Circuit Board and
Backpanel Assembly  operations of approximately 30 and 50 percent  respectively,
allowing  the  Company  to  substantially  increase  its  sales in its  existing
facilities.

Gross  Margin  
Gross  Margin  for the first  quarter  of  fiscal  1997 as a percentage of net 
sales was consistent with the first quarter of fiscal 1996.

Selling,  General and  Administrative
Selling,  general and  administrative  (SG&A) expenses for the three months
ended December 28, 1996 increased 18 percent as compared to the first quarter of
fiscal  1996.  The  increase in SG&A for the first  quarter of fiscal  1997,  as
compared to the same  quarter in fiscal  1996,  was due to the  inclusion of the
SG&A  expenses of the Company's  Anetec  Technologies  subsidiary,  increases in
employee  and other  costs to support 26 percent  higher  revenues  in the first
quarter of fiscal 1997, and additions to senior  management.  As a percentage of
net sales, SG&A decreased from 10.2 percent for the first quarter of fiscal 1996
to 9.5  percent  for the  first  quarter  of  fiscal  1997 due to  higher  sales
revenues.

Research and Development  
Research and development  expenditures  for the three months ended December 28, 
1996 was consistent with the first quarter of fiscal 1996.

Interest Expense, Net
Interest  expense,  net of interest  income,  increased 27 percent for the first
quarter of fiscal  1997 as  compared  to the same  quarter in fiscal  1996.  The
increase is mainly attributable to an increase in borrowings from an asset-based
lender in the first quarter of 1997, partially offset by a lower overall cost of
borrowing.

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 $4.4 million during the
first quarter of fiscal 1997 compared to $6.2 million  during the same period of
the previous year.  The decrease in cash flows from operating  activities in the
first  quarter of fiscal  1997,  as compared to the same quarter in fiscal 1996,
was primarily attributable to additional working capital required to support the
growth in  revenues.  The increase in  inventories  of $2.6 million in the first
quarter of fiscal 1997 was primarily due to build up of inventory to support two
new assembly  customers.  The working capital during the first quarter of fiscal
1997 was  positively  impacted  by an  aggregate  increase  of $2.7  million for
accounts payable, accrued expenses, and other current liabilities.

                                       7
<PAGE>

Cash provided by operating activities of $4.4 million was offset by cash used by
investing  and  financing  activities  of  $5.2  million.  Cash  from  investing
activities was used for the purchase of capital equipment and for a $2.3 million
cash payment for the purchase of the building for the  Company's  operations  in
Nashua,  New  Hampshire.  Capital  equipment  was  purchased  for  manufacturing
processes that the Company had  previously  outsourced,  for the  enhancement of
manufacturing capabilities, and for normal replacement.

As of December 28,  1996,  the Company had  borrowed  $4.9 million  under a
working  capital line of credit with an asset-based  lender.  The Company was in
compliance with all of the covenants as defined within the agreement.

On January 17, 1997, the Company terminated its existing working capital line of
credit and entered into a new loan  agreement  with Sanwa Bank  California.  The
loan agreement consists of a $13 million working capital line of credit and a $7
million term loan. The borrowings  under the working  capital line of credit and
the term loan  bear  interest  at prime  rate plus 1/2  percent  and 1  percent,
respectively.  The line of  credit  and the  term  loan  are  collateralized  by
substantially  all of the  Company's  assets  and will  remain in  effect  until
January  31,  1998 and  January  31,  2001,  respectively.  The credit  facility
contains  covenants  including  the  maintenance  of  certain  levels of working
capital,  tangible net worth and certain  financial  ratios.  In  addition,  the
company is restricted from incurring  additional  indebtedness,  dividends,  and
certain other payments.

As of  December  28,  1996,  the  Company's  ratio of current  assets to current
liabilities  was 1.4 to 1.  Management  believes  that  the  Company's  existing
working  capital,  its remaining  borrowing  capacity and funds  generated  from
operations will be sufficient to meet projected working capital requirements and
other cash requirements through fiscal 1997.

                                       8
<PAGE>








Part II. OTHER INFORMATION

Item 4   Submission of  Matters to a Vote of  Security Holders

The Company held its Annual Meeting of Shareholders  ("Annual  Meeting") on
January 29, 1997. At the Annual Meeting the shareholders voted upon and approved
the Board's nominees as directors by the votes indicated:
<TABLE>

Nominee             Votes in Favor   Votes Against   Abstentions     Non-votes
---------------     --------------   ------------- -------------- --------------
<S>                     <C>                    <C>            <C>           <C>
Milan Mandaric          5,673,223              0              50            0
Roger W. Johnson        5,672,373              0             900            0
C. Bradford Jeffries    5,672,473              0             800            0

</TABLE>

Item 6    a. Exhibits

10.46     Loan Agreement dated January 17, 1997  between Sanwa Bank California
          and the registrant.*

10.47     Loan Agreement dated as of December 1, 1996 among GE Capital Public 
          Finance, Inc.,  Business  Finance  Authority  of the  State  of  New  
          Hampshire and  the registrant.*

 27       Financial Data Schedule

          b. Current reports on Form 8-K

                  None

                                       9


---------------------
* To be filed by amendment.
<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:  February 11, 1997                 By: /s/ W.F. Hegarty
       -----------------                     ----------------
                                         W.F. Hegarty
                                         President and Chief Operating Officer


                                         By: /s/ Michael S. Shimada
                                             ----------------------
                                         Michael S. Shimada
                                         Principal Financial Officer
                                         and Duly Authorized Officer

















                                       10