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 30, 1995

                                       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.)

                1188 Bordeaux Drive, Sunnyvale, California 94089
                ------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (408) 743-5400
                                 --------------
              (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 8, 1996,  there  were  9,093,070  outstanding
shares of common stock.

                        This report consists of 11 pages


<PAGE>

<TABLE>

                           ELEXSYS INTERNATIONAL, INC.
                                    FORM 10-Q
                                      INDEX

<CAPTION>

                                                                                                       PAGE
PART I.            Financial Information:
<S>                                                                                                    <C>
                   Item 1.
                   Consolidated Balance Sheets as of December 30, 1995 and September 30, 1995.......    2

                   Consolidated Statements of Operations for the Three Months
                   Ended December 30, 1995 and December 31, 1994....................................    3

                   Consolidated Statements of Cash Flows for the Three Months
                   Ended December 30, 1995 and December 31, 1994....................................    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...............................................................    10

</TABLE>
                                       1

<PAGE>

<TABLE>

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

                                                                   December 30,         September 30,
                                                                       1995                 1995
                                                                  ----------------     ----------------
                                                                    (Unaudited)
<S>                                                                  <C>                   <C>
ASSETS
Current assets:
  Cash and cash equivalents                                          $   2,422             $     903
  Accounts receivable, net                                              12,567                15,653
  Inventories                                                            7,611                 7,860
  Prepaid expenses and other current assets                                729                   709
                                                                  ----------------     ----------------
         Total current assets                                           23,329                25,125
                                                                  ----------------     ----------------
Property, plant and equipment, net                                      19,853                18,980
Other assets                                                               980                 1,034
                                                                  ----------------     ----------------
             Total assets                                            $  44,162             $  45,139
                                                                  ================     ================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                   $   9,986             $   9,854
  Accrued payroll and related costs                                      2,310                 2,521
  Other current liabilities                                              1,793                 1,965
  Short-term borrowings                                                    144                 3,248
  Current portion of long-term debt                                        252                   363
                                                                  ----------------     ----------------
         Total current liabilities                                      14,485                17,951
                                                                  ----------------     ----------------

Long term debt                                                           1,485                 1,280

Convertible subordinated debentures                                     12,000                12,000

Stockholders' equity:
  Common stock, $1.00 par value, 20,000,000 shares
  authorized, 9,079,830 and 8,960,560 shares issued and
  outstanding at December 30, 1995 and at September 30, 1995             9,080                 8,961
  Additional paid-in capital                                             5,640                 5,460
  Retained earnings (deficit)                                            1,519                  (491)
  Cumulative foreign currency translation adjustment                       (47)                  (22)
                                                                  ----------------     ----------------
 Net stockholders' equity                                               16,192                13,908
                                                                  ----------------     ----------------
             Total liabilities and stockholders' equity              $  44,162             $  45,139
                                                                  ================     ================

<FN>

 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
</FN>
</TABLE>
                                       2
<PAGE>

<TABLE>

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

                                                                        Three Months Ended
                                                                December 30,          December 31,
                                                                    1995                  1994
                                                               ----------------      ---------------
<S>                                                              <C>                   <C>
Net sales                                                        $   28,911            $   22,753
Cost of sales                                                        23,533                19,883
                                                               ----------------      ---------------

  Gross profit                                                        5,378                 2,870

Operating expenses:
  Selling, general and administrative                                 2,941                 2,066
  Research and development                                               43                   123
                                                               ----------------      ---------------

         Total operating expenses                                     2,984                 2,189
                                                               ----------------      ---------------

Income from operations                                                2,394                   681

Other expenses:
  Interest expense, net                                                 365                   431
                                                               ----------------      ---------------

Income before income taxes                                            2,029                   250
Provision for income taxes                                               19                     -
                                                               ----------------      ---------------

         Net income                                               $   2,010             $     250
                                                               ================      ===============


Earnings per share (Note 3)                                       $    0.21              $   0.03
                                                               ================      ===============

Weighted average common shares and common equivalent shares
outstanding                                                           9,474                 8,335
                                                               ================      ===============

<FN>

 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
</FN>
</TABLE>
                                       3

<PAGE>

<TABLE>

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

                                                                           Three months ended
                                                                   December 30,        December 31,
                                                                       1995                 1994
                                                                  ----------------     ----------------
<S>                                                                 <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                          $   2,010            $     250
Adjustments to reconcile net income to
 net cash provided by operating activities:
  Depreciation and amortization                                         1,070                1,525
  (Increase) decrease in accounts receivable                            3,086                 (955)
  Decrease in inventories                                                 248                1,235
  Increase in prepaid expenses and other current assets                   (20)                (178)
  Increase (decrease) in accounts payable                                 131                 (753)
  Decrease in accrued payroll and related taxes                          (211)                (126)
  Decrease in restructuring reserve                                         -                 (151)
  Increase (decrease) in other current liabilities                       (171)                 149
  Other                                                                    64                  (24)
                                                                  ----------------     ----------------
  Net cash provided by operating activities                             6,207                  972
                                                                  ----------------     ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment                              (1,952)                (594)
                                                                  ----------------     ----------------
  Net cash used by investing activities                                (1,952)                (594)
                                                                  ----------------     ----------------

CASH FLOWS USED BY FINANCING ACTIVITIES
Principal payments on debt                                                (30)                 (11)
Proceeds from exercise of stock options                                   300                    -
Net change in short-term borrowings                                    (2,981)                (629)
                                                                  ----------------     ----------------
   Net cash used by financing activities                               (2,711)                (640)
                                                                  ----------------     ----------------

Effects of exchange rate changes on cash                                  (25)                   -

   Net increase (decrease) in cash and cash equivalents                 1,519                 (262)
   Cash and cash equivalents, beginning of period                         903                1,562
                                                                  ----------------     ----------------
   Cash and cash equivalents, end of period                         $   2,422            $   1,300
                                                                  ================     ================

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest payments                                                    $     62             $     16
                                                                  ================     ================
Income tax payments                                                  $     40             $     20
                                                                  ================     ================

<FN>
 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
</FN>
</TABLE>
                                       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 30, 1995 and September
         30,  1995,  the results of its  operations  for the three  months ended
         December  30,  1995 and  December  31,  1994 and its cash flows for the
         three  months ended  December  30, 1995 and December 31, 1994.  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, 1995, 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):

                                    December 30,       September 30,
                                        1995               1995
                                   ----------------   ----------------
                                    (Unaudited)
              Raw materials             $2,945             $2,843
              Work in progress           4,666              5,017
                                   ----------------   ----------------
              Totals                    $7,611             $7,860
                                   ================   ================


NOTE 3 - EARNINGS PER SHARE

         Earnings per common share for the three months ended  December 30, 1995
         and  December  31, 1994 has been  computed  based on  weighted  average
         common shares  outstanding and common stock equivalents as of the above
         dates and does not include the assumed  conversion of the 5 1/2 percent
         Convertible  Subordinated Debentures due 2012 as such effect would have
         been anti-dilutive.


NOTE 4 - INCOME TAXES

         As  of  September  30,  1995,   the  Company  had  net  operating  loss
         carryforwards  for federal and state income tax purposes of $32,385,000
         and  $23,706,000,  respectively.  In the  first  quarter  of 1996,  the
         Company recorded a provision of $19,000 for income taxes.  This related
         to a provision for federal  alternative minimum taxes of $67,000 offset
         by a foreign  income  tax  benefit of  $48,000  based on the  Company's
         United  Kingdom  subsidiary net operating loss for the first quarter of
         1996.  The  remaining  carryforwards,  for which future  benefit is 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 were 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  30,  1995,   there  were  no  material
         transaction gains or losses.


NOTE 6 - STOCK PLANS

         On January 30,  1996,  the  Company  adopted  its 1996  Employee  Stock
         Purchase  Plan (the  "Purchase  Plan"),  authorizing  the  issuance  of
         250,000 shares of the Company's Common Stock.  Under the Purchase Plan,
         the Company's  employees may purchase shares of Common Stock at a price
         per share that is 85% of the lesser of the fair market  value as of the
         beginning or the end of the  semi-annual  option period.  No shares had
         been issued under the Purchase Plan to date.

         In July 1995,  the Board of Directors  adopted the Company's 1995 Stock
         Option Plan (the "1995  Plan"),  authorizing  the issuance of 1,000,000
         shares of the  Company's  Common Stock.  At December 11, 1995,  options
         (net of canceled or expired  options)  covering an  aggregate of 82,000
         shares of the  Company's  Common Stock had been granted  under the 1995
         Plan,  and 918,000  shares (plus any shares that might in the future be
         returned  to the plan as a result of  cancellations  or  expiration  of
         options)  remain  available  for future  grant under the 1995 Plan.  On
         January 30, 1996, the Company's  stockholders approved an amendment and
         restatement  of the 1995 Plan to  reflect  current  applicable  tax and
         securities requirements and for administrative ease.

         In January  1996,  the Board of Directors  adopted the  Company's  1996
         Non-Employee  Director's Stock Option Plan (the "Director's Plan"). The
         Director's  Plan provides for  automatic,  non-discretionary  grants of
         options to purchase an  aggregate  on 200,000  shares of the  Company's
         Common  Stock.  At February 1, 1996,  options  covering an aggregate of
         30,000 shares of the Company's  Common Stock had been granted under the
         Director's Plan.

NOTE 7 - NASDAQ STOCK LISTING

         Effective January 25, 1996, the NASDAQ Stock Market,  Inc. approved the
         Company's common stock for listing on the NASDAQ National Market.


                                       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.

RESULTS OF OPERATIONS

         Net sales
         Net sales for the three  months ended  December  30, 1995  increased 27
         percent compared to the first quarter of fiscal year 1995. The increase
         in net sales  resulted  from an  increased  demand  from the  Company's
         recurring  customer base, new customers and the April 1995  acquisition
         in the United Kingdom.

         Cost of sales
         Cost of sales as a percentage of net sales  improved from 87 percent in
         the first  quarter  of fiscal  year  1995 to 81  percent  for the first
         quarter of fiscal year 1996.  The  improvement in cost of sales for the
         three months ended  December 30, 1995 was  attributable  to a favorable
         change in product mix, cost reductions, increased in-house capabilities
         and operating  efficiencies  from the printed circuit board operations.
         The  improvement  in  cost  of  sales  at  the  printed  circuit  board
         operations  was partially  offset by increased  material costs per unit
         shipped  at the  Company's  backpanel  product  line due to  changes in
         product mix.

         Selling, General and Administrative
         Selling, general and administrative (SG&A) expense for the three months
         ended  December  30, 1995  increased  42 percent  compared to the first
         quarter of fiscal 1995.  As a percentage of net sales,  SG&A  increased
         from 9.1  percent  for the first  quarter  of fiscal  year 1995 to 10.2
         percent for the first quarter of fiscal 1996.  The increase in SG&A was
         due to the  inclusion of the SG&A expense of the  Company's  new United
         Kingdom  subsidiary,  and  an  increase  in  employee  costs  resulting
         primarily from the replacement of  manufacturing  representatives  with
         direct inside sales employees.

         Research and development
         Research and development  expenditures  decreased 65 percent during the
         three months ended  December 30, 1995  compared to the first quarter of
         fiscal  1995.  The decrease  was due to reduced  engineering  labor and
         benefit costs as a consequence of past restructurings by the Company.

         Interest expense, net
         Interest expense, net of interest income,  decreased 15 percent for the
         three months ended  December 30, 1995, as compared to the first quarter
         of 1995. The decrease is  attributable  to a reduction in the number of
         outstanding  convertible  subordinated  debentures  and a  decrease  in
         borrowings  from an  asset-based  lender.  On March 31, 1995, Mr. Milan
         Mandaric,   Chairman  and  Chief  Executive  Officer  of  the  Company,
         exchanged $4,000,000 of convertible subordinated debentures for 400,000
         shares  of common  stock of the  Company.  This  decrease  in  interest
         expense  was  partially  offset  by an  increase  in  interest  expense
         incurred by the Company's subsidiary in the United Kingdom.

                                       7

<PAGE>


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

LIQUIDITY AND CAPITAL RESOURCES

         The  Company  recorded  cash flows from  operating  activities  of $6.2
         million  during the first  quarter of fiscal 1996  compared to $972,000
         during the same period of the previous year.  Higher positive cash flow
         provided by  operating  activities  during the first  quarter of fiscal
         1996 was generated  primarily due to improved  profitability and strong
         cash collections.  Strong cash collections activities,  together with a
         higher  than   normal   beginning   balance  in   accounts   receivable
         (attributable  to a the timing of shipments  during the last quarter of
         fiscal  1995)  caused the  accounts  receivable  balance to decrease by
         $3,086,000 during the first quarter of fiscal 1996.

         The cash  provided  by  operating  activities  was offset by  investing
         activities of $1,952,000  (used for the purchase of capital  equipment)
         and by  financing  activities  of  $2,711,000  (primarily  used for the
         repayment of short term  borrowings,  reported net of amounts  received
         from the  exercise  of stock  options  by certain  employees).  Capital
         equipment was purchased for normal replacement,  for processes that the
         Company  had  previously   outsourced,   and  for  the  enhancement  of
         manufacturing capabilities.

         As of December 30, 1995,  the Company had brought its gross  short-term
         borrowing down to $144,000 under a $10 million line of credit agreement
         that was  established  December  17, 1993 with an  asset-based  lender.
         Under the terms of the agreement,  the Company's cash  collections  are
         applied to any outstanding  borrowings  upon the receipts  clearing the
         bank. At December 30, 1995, the asset-based lender was in possession of
         $350,000 of the Company's cash collections; accordingly, such funds are
         owed to the Company upon  clearing the bank.  On January 30, 1996,  the
         Company  line of credit  agreement  was amended to increase the line of
         credit to $15 million  from $10  million,  and to  decrease  the annual
         interest  rate to prime plus 1 percent  from prime plus 3 percent.  The
         line of credit is  collateralized by substantially all of the Company's
         assets and its will  remain in effect  until  December  17,  1997.  The
         Company was in compliance  with all of the covenants as defined  within
         the agreement.

         At December  30,  1995,  the Company had cash and cash  equivalents  of
         $2,422,000,  an increase of $1,519,000  from  September  30, 1995,  and
         working capital of $8,844,000, an increase of $1,670,000 from September
         30, 1995.

         During the first  quarter,  the  Company's  ratio of current  assets to
         current  liabilities  increased  from 1.4 to 1 to 1.6 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 1996.

         At  December  30,  1995 the  Company  had  outstanding  commitments  to
         purchase  or  lease  approximately  $1.6  million  of  electrical  test
         equipment to support expanded capacity.


                                       8

<PAGE>


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

         Environmental

         The Company's manufacturing processes utilize substantial quantities of
         chemicals as well as  substantial  quantities of water.  The Company is
         subject to and believes it is in  compliance  with  federal,  state and
         local environmental laws and regulations  regarding air, water and land
         use, the generation,  use, storage and disposal of hazardous  materials
         and wastes and the operation and closure of manufacturing facilities at
         which hazardous  materials are used or hazardous  wastes are generated.
         The  Company  is  aware  of  contamination  of soil  and  ground  water
         (principally by metals and solvents) at two of its former facilities in
         Northern  California.  At  one  of  these  facilities,  soil  has  been
         remediated,  but the likely future cost of ground water cleanup at that
         facility  is not  yet  reasonably  estimable.  Investigative  costs  of
         $30,000 have been  incurred.  At the other former  facility in Northern
         California,  the Company incurred costs of  approximately  $137,000 for
         cleanup of soil  contamination  and the  property  was  returned to its
         owner  during  the second  quarter of fiscal  1995.  In  addition,  the
         facility is adjacent to an existing  State of  California  administered
         Superfund  site and may become  part of a related  State of  California
         administered  regional  ground water  investigation;  the likely future
         cost to the Company in connection with possible ground water cleanup is
         not yet reasonably  estimable.  At another former  facility in Southern
         California,  the Company  conducted  limited  ground water  sampling in
         connection   with  a   potential   sale  of  the   property,   and  low
         concentrations of solvents were detected.  Notification was made to the
         proper agencies.  At this time, it is not possible to determine whether
         any response actions will need to be taken; and accordingly, the likely
         future cost to the Company is not yet reasonably estimable.

         The  Company is further  aware of soil and ground  water  contamination
         (principally by metals and solvents) at two currently used  facilities,
         one in  Northern  California  and one in  Southern  California.  At its
         Northern California facility,  the Company is indemnified by the former
         property owner who has  acknowledged  his  obligation.  At its Southern
         California  facility,  the Company's  preliminary  estimate of remedial
         costs,  expected to be incurred  over five to seven years,  ranges from
         approximately  $880,000 to $1,480,000  (including between approximately
         $300,000  and  $400,000   estimated  capital   expenditures  for  waste
         treatment  equipment   acquisition  and  installation  costs).  At  its
         Northern California facility, the Company has also received notice that
         regulatory   authorities  plan  to  reduce  the  discharge  limits  for
         industrial waste water discharge  containing  heavy metals.  New limits
         are  expected to become  effective in October  1996.  Based on proposed
         limits,  the cost to the Company of  additional  equipment  and process
         modifications needed to comply with the reduced limits is preliminarily
         estimated  by the  Company to be between  $50,000 and  $100,000.  As of
         December 30, 1995, the Company believes it has  appropriately  recorded
         all known costs related to environmental matters, including the minimum
         amounts where the estimated costs are within a range.  Such known costs
         are primarily  accrued in other current  liabilities.  However,  actual
         future  environmental  related  expenditures  are  subject to  numerous
         uncertainties,  including  the  discovery of  additional  environmental
         concerns,  further  development  of cost  estimates,  new and  changing
         environmental laws and requirements, or new interpretations of existing
         laws and  requirements.  Accordingly,  there can be no  assurance  that
         future environmental related expenditures will not exceed the Company's
         current  estimates  or that  they  will not have a  materially  adverse
         effect on the Company.

RECENT EVENT

         On January 30, 1996,  the Board of  Directors  of the Company  named W.
         Barry Hegarty,  the Company's Chief Operating Officer, the President of
         the Company.  Milan Mandaric  continues to be the Chairman of the Board
         and Chief Executive Officer of the Company.

                                       9
<PAGE>


PART II. OTHER INFORMATION


Item 6   a. EXHIBITS

10.1     Amendment to Loan and Security Agreement dated January 30, 1996 between
         Elexsys International and Foothill Capital Corporation.

         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: February 13, 1996                          By: /s/ Michael S. Shimada
     ------------------                              ----------------------
                                                 Michael S. Shimada
                                                 Chief Financial Officer
                                                 (Principal Financial Officer
                                                 and Duly Authorized Officer)


                                       11