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 June 28, 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 July 24, 1997 there were 9,509,476 outstanding shares of common stock.

                        This report consists of 15 pages


<PAGE>

                           ELEXSYS INTERNATIONAL, INC.
                                    FORM 10-Q
                                      INDEX



                                                                            Page
                                                                            ----
Part I.  Financial Information:

         Item 1.
         Consolidated Balance Sheets as of June 28, 1997 and September 30, 
         1996 ...............................................................  3

         Consolidated Statements of Operations for the Three and Nine Months
         Ended June 28, 1997 and June 29, 1996...............................  4

         Consolidated Statements of Cash Flows for the Nine Months
         Ended June 28, 1997 and June 29, 1996...............................  5

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

         Item 2.
         Management's Discussion and Analysis of Financial Condition and
         Results of Operations............................................... 10

Part II. Other Information:
         Item 5.
         Other Information .................................................. 13

         Item 6a.
         Exhibits............................................................ 14



                                       2

<PAGE>

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

                                                       June 28,    September 30,
                                                         1997            1996
                                                     -----------   -------------
ASSETS                                               (Unaudited)
Current assets:
  Cash and cash equivalents                             $ 1,063      $ 1,075
  Accounts receivable, net                               24,813       20,463
  Inventories                                            16,737       10,690
  Prepaid expenses and other current assets               1,744        1,447
                                                        -------      -------
     Total current assets                                44,357       33,675
                                                        -------      -------
Property, plant and equipment, net                       32,526       24,818
Other assets                                              4,043        3,612
                                                        =======      =======
          Total assets                                  $80,926      $62,105
                                                        =======      =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                      $14,444      $12,629
  Accrued payroll and related costs                       4,272        2,611
  Other current liabilities                               1,006        1,321
  Short-term borrowings                                   4,633        5,310
  Current portion of long-term debt                         883        1,234
                                                        -------      -------
      Total current liabilities                          25,238       23,105
                                                        -------      -------
  Long-term debt                                         12,154        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
   June 28, 1997 and September 30, 1996
  Common stock, $1.00  par value, 20,000,000 shares
   authorized, 9,488,826 shares outstanding at June
   28, 1997 and 9,300,810 shares outstanding at
   September 30, 1996                                     9,489        9,301
  Additional paid-in capital                              7,925        7,294
  Cumulative foreign currency translation adjustment        135          (22)
  Retained earnings                                      13,985        7,979
                                                        -------      -------
       Total stockholders' equity                        31,534       24,552
                                                        =======      =======
          Total liabilities and stockholders' equity    $80,926      $62,105
                                                        =======      =======


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

                                       3

<PAGE>

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


                                        Three Months Ended    Nine Months Ended

                                        June 28,  June 29,   June 28,   June 29,
                                          1997      1996       1997       1996
                                       --------   --------   --------   --------

Net sales                              $ 44,826   $ 30,841   $118,802   $ 90,140
Cost of sales                            36,505     25,312     98,362     73,527
                                       --------   --------   --------   --------

  Gross profit                            8,321      5,529     20,440     16,613

Operating expenses:
  Selling, general and administrative     4,903      3,091     12,274      9,165
  Research and development                   91         71        201        211
                                       --------   --------   --------   --------

         Total operating expenses         4,994      3,162     12,475      9,376
                                       --------   --------   --------   --------

Income from operations                    3,327      2,367      7,965      7,237

Interest expense, net                       596        354      1,590        982
                                       --------   --------   --------   --------

Income before income taxes                2,731      2,013      6,375      6,255

Provision for income taxes                  132         49        369         52
                                       --------   --------   --------   --------

         Net Income                    $  2,599   $  1,964   $  6,006   $  6,203
                                       ========   ========   ========   ========


Earnings per share:
Primary                                $   0.26   $   0.20   $   0.61   $   0.65
Fully Diluted                          $   0.26   $   0.20   $   0.61   $   0.65
                                       --------   --------   --------   --------


Weighted average common shares and 
common equivalent shares outstanding:
Primary                                  10,002      9,619      9,844      9,548
Fully Diluted                            10,002      9,619      9,844      9,548
                                       ========   ========   ========   ========


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

                                      4

<PAGE>


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

                                                               Nine Months Ended
                                                              June 28,  June 29,
                                                                1997      1996
                                                              --------  --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                    $ 6,006   $ 6,203
Adjustments to reconcile net income to
 net cash provided by operating activities:
  Depreciation and amortization                                 5,309     3,924
  Increase in accounts receivable                              (3,152)   (2,501)
  Increase in inventories                                      (5,802)   (3,237)
  Increase in prepaid expenses and other current assets          (285)     (488)
  Increase in accounts payable                                  1,518     2,629
  Increase in accrued payroll and related taxes                 1,638       514
  Decrease in other current liabilities                          (320)     (611)
  Other                                                            42      (318)
                                                              -------   -------
  Net cash provided by operating activities                     4,954     6,115
                                                              -------   -------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Neutronic Stampings, Inc., net of cash acquired    (1,234)        -
Purchase of Anetec Technologies                                     -    (1,400)
Purchase of property, plant and equipment                     (10,039)   (6,685)
Proceeds from sale of property, plant and equipment               102         -
Decrease other long-term assets                                   109         -
                                                              -------   -------
  Net cash used by investing activities                       (11,062)   (8,085)
                                                              -------   -------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options                           819       545
Net change in short-term borrowings                              (677)      809
Borrowings under long term debt                                 8,032       118
Principal payments on debt                                     (2,083)     (175)
                                                              -------   -------
   Net cash provided by financing activities                    6,091     1,297
                                                              -------   -------

Effects of exchange rate changes on cash and cash equivalents       5         -
                                                              -------   -------

   Net decrease in cash and cash equivalents                      (12)     (673)
   Cash and cash equivalents, beginning of period               1,075       903
                                                              -------   -------
   Cash and cash equivalents, end of period                   $ 1,063   $   230
                                                              =======   =======

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Equipment acquired under capital leases                       $ 1,007   $     -
                                                              -------   -------

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest payments                                             $ 1,283   $   513
                                                              =======   =======
Income tax payments                                           $   427   $   330
                                                              =======   =======
                                                               
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      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  accruals,  which, in
         the  opinion  of  management,  are  necessary  to  present  fairly  the
         financial position of the Company as of June 28, 1997 and September 30,
         1996 and the results of its operations and cash flows for the three and
         nine months ended June 28, 1997 and June 29, 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):

                                                      June 28,     September 30,
                                                        1997           1996
                                                    -----------    -------------
                                                    (Unaudited)
              Raw materials                           $ 8,532         $ 5,434
              Work in progress                          8,205           5,256
                                                      -------         -------
              Totals                                  $16,737         $10,690
                                                      =======         =======


Note 3 - Goodwill

         Goodwill  relates to acquired  subsidiaries and is being amortized on a
         straight-line  basis  over  estimated  useful  life of ten  years.  The
         Company evaluates its long-lived assets for impairment  whenever events
         or changes in  circumstances  indicate  that the  carrying  value of an
         asset may not be recoverable.


Note 4 - Earnings Per Share

         Primary and fully  diluted  earnings per common share for the three and
         nine months  ended June 28,  1997 and June 29, 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.

                                       6

<PAGE>

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


Note 5 - Borrowing Arrangements

         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 years amortization schedule. The loan is secured by a
         standby  letter of credit issued by Sanwa Bank of California  under the
         Company's line of credit facility of 100% of the principal  amount plus
         120 days interest.

         On January  17,  1997,  the Company  terminated  its  existing  working
         capital line of credit and entered into a series of new loan agreements
         with Sanwa Bank California.  The Accounts  Receivable  Credit Agreement
         consists of a $13 million working capital line of credit. The Term Loan
         Credit  Agreement  consists  of $7  million  term  loan to be used  for
         acquisition financing. 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 point, 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 Accounts  Receivable
         Credit  Agreement  and the Line of Credit will  remain in effect  until
         January  31,  1998.  The  amount  outstanding  on the Term Loan  Credit
         Agreement 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. These credit  facilities  contain 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.

         On May 14, 1997 the Company  amended and  restated its Term Loan Credit
         agreement  and  its  Accounts  Receivable  Credit  Agreement  with  its
         principal  lender Sanwa Bank modifying  certain loan  covenants  giving
         recognition of the Company's need for additional  capital spending.  In
         addition,  on May 14, 1997 the  Company  entered in an a Line of Credit
         Agreement,  with essentially the same terms and termination date as its
         Accounts Receivable Credit Agreement, allowing the company to borrow up
         to $5.0 million in a foreign  currency  within the borrowing  limits of
         the Accounts Receivable Credit Agreement.


                                       7

<PAGE>

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


Note 6 - Income Taxes

         In the first nine months of fiscal 1997, the Company provided  $369,000
         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 7 - Purchase of the assets of Neutronic Stampings, Inc.

         On April 14, 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.
         These entities 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.

         The purchase price  included cash of $2.0 million and promissory  notes
         payable over one year for $2.3 million.  The  acquisition was accounted
         for using the purchase  method of  accounting  with the purchase  price
         allocated to assets and goodwill upon completion of an appraisal of the
         assets acquired. The total purchase price of approximately $4.6 million
         was allocated as described in the following table (in millions):

               Cash                                            $  .8
               Accounts receivable                               1.1
               Inventories                                        .2
               Prepaid expenses and other current assets          .2
               Property, plant and equipment                     1.5
               Goodwill                                          1.5
               Accounts payable                                  (.1)
                                                               -----
                           Total assets acquired                 5.2
               Less pre-existing investment in partnerships      (.6)
                                                               -----
                            Net assets acquired                $ 4.6
                                                               =====


Note 8 - 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.

                                       8

<PAGE>

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


Note 8 - 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 $.27 and $.21 for the quarters ended June 28,
         1997  and June 29,  1996  respectively,  and $.64 and $.68 for the nine
         month  periods  ending June 28, 1997 and June 29,  1996,  respectively.
         Diluted EPS under SFAS 128 would not have been significantly  different
         than fully diluted EPS currently reported for the periods.


Note 9 - Subsequent Event

         On July 22, 1997,  the Company  entered  into an Agreement  and Plan of
         Merger (the "Merger Agreement") with Sanmina Corporation providing that
         each  outstanding  share  of  common  stock  of the  Company  would  be
         converted  into 0.33 shares of Sanmina  common  stock in a  transaction
         valued at approximately $220 million.  The merger is subject to certain
         conditions,  including  the  approval of  Elexsys's  shareholders.  The
         Merger Agreement contains a provision that should the Company terminate
         the Merger  Agreement  because of receipt of a "Superior  Proposal" (as
         defined  in the Merger  Agreement),  the  Company  would pay to Sanmina
         Corporation  an  aggregate  amount of $7.5  million cash in three equal
         payments  on  days 5,  180 and 270  after  the  termination  date.  The
         transaction is intended to be a tax-free reorganization and intended to
         be accounted for as a pooling of interests  (see Part II, Item 5, Other
         Information).





                                       9

<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 June 28, 1997 were $44.8 million, an
       increase  of 45%,  compared  to the $30.8  million  reported in the three
       months ended June 29, 1996.  This  increase  resulted  primarily  from an
       increase in demand in the Company's assembly business.

       Net sales for the nine months ended June 28, 1997 were $118.8 million, an
       increase of 32%,  compared to the $90.1 reported in the nine months ended
       June 29,  1996.  This  increase  resulted  primarily  from an increase in
       demand in the Company's assembly business.


       Gross Margin
       Gross  margin,  as a  percentage  of net sales for the three months ended
       June 28, 1997 was 18.6% versus 17.9 % for the three months ended June 29,
       1996.  The increase in gross margin was  primarily  due to lower costs in
       relation to higher net sales.

       Gross margin, as a percentage of net sales for the nine months ended June
       28, 1997 was 17.2% versus 18.4 % for the nine months ended June 29, 1996.
       The  decrease  in  gross  margin  was  due  to  higher  costs  and  lower
       efficiencies  resulting from materials related issues that lead to higher
       production  costs to replace  and  rebuild  products  as  reported in the
       quarter ended March 29, 1997.


       Selling, General and Administrative
       SG&A was 10.9% and 10.0% of net sales for the three month  periods  ended
       June 28, 1997 and June 29,  1996,  respectively.  The increase in SG&A in
       relation  to net sales was due  primarily  to  expenses  associated  with
       employee  terminations,   increased  goodwill  amortization,   and  costs
       associated with  acquisitions  that were  investigated but not completed.
       Offsetting  these  increased  expenses  were lower  selling and marketing
       costs in relation to net sales.

       SG&A was 10.3% and 10.2% of net sales for the nine  month  periods  ended
       June 28, 1997 and June 29,  1996  respectively.  The  increase in SG&A in
       relation to sales was due primarily to the same factors  mentioned above,
       offset by lower selling and marketing costs in relation to net sales.

       Interest Expense, Net
       Net  Interest  expense for the three month period ended June 28, 1997 was
       $0.6  million  versus $0.4  million for the three  months  ended June 29,
       1996. Net interest  expense for the nine month period ended June 28, 1997
       was $1.6  million  versus $1.0 million for the nine months ended June 29,
       1996. The increases are mainly  attributable  to increased long term debt
       to  finance  working  capital  needs and for the  purchase  of  Neutronic
       Stampings,  Inc.  on April  14,  1997  and the  Company's  New  Hampshire
       facility and adjacent space in November 1996.


                                       10

<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
       customer demands.

Liquidity and Capital Resources

       The  Company had cash flows from  operating  activities  of $5.0  million
       during the first nine  months of fiscal  1997  compared  to $6.1  million
       during the same period of the previous year.  This decrease was primarily
       attributable to additional working capital required to support the growth
       in  operations.  The increase in inventories of $5.8 million in the first
       nine  months of fiscal  1997 was  primarily  due to the  build-up  of the
       Company's assembly  inventory to support  additional  customers on a turn
       key basis.  Accounts  receivable  grew $3.2  million due to higher  sales
       levels.  Working  capital during the first nine months of fiscal 1997 was
       positively impacted by an aggregate increase of $2.9 million for accounts
       payable, accrued expenses, and other current liabilities.

       Cash provided by operating  activities  of $5.0 million  during the first
       nine  months  of  fiscal  1997  was  offset  by cash  used  by  investing
       activities of $11.1 million  during the same period.  Cash from investing
       activities was used for the purchase of $10.0 million of property,  plant
       and  equipment  (including  the $2.3  million  purchase of the  Company's
       Nashua,  New Hampshire  facility) and for a $1.2 million  payment (net of
       cash  acquired)  related to the  purchase of  Neutronic  Stampings,  Inc.
       Property,  plant and  equipment  were  purchased for the  enhancement  of
       manufacturing  capabilities  and for  normal  replacement  of  equipment.
       Investing  activities  were also funded by financing  activities  of $6.1
       million, with bank borrowings, capital leases and tax exempt bonds as the
       primary  sources of borrowings.  As of June 28, 1997, the Company's ratio
       of current assets to current liabilities was 1.8 to 1.0.

       The additional cash  requirement to meet the obligations of the April 14,
       1997 Neutronic Stampings,  Inc.  acquisition,  was provided for by a draw
       down under the Company's Term Loan Credit  Agreement  which is designated
       for Company acquisitions.

       On May 14, 1997 the Company  amended  and  restated  its Term Loan Credit
       agreement and its Accounts Receivable Credit Agreement with its principal
       lender modifying certain loan covenants to reflect the Company's need for
       additional capital spending.  The total borrowing limits,  interest terms
       and termination dates under these agreements remained unchanged (See Note
       5, Borrowing Arrangements).


                                       11

<PAGE>

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


Liquidity and Capital Resources (continued)

       As of June 28,  1997,  the Company had borrowed  $4.8  million  under the
       Company's  $13 million  Accounts  Receivable  Credit  Agreement,  with an
       additional  $3.4 million  pledged under letters of credit.  The remaining
       borrowing capacity under this line is approximately  $4.8 million.  As of
       June 28, 1997 the Company was in compliance  with all of the covenants as
       defined within the agreement.

       As of June 28,  1997,  the Company had borrowed  $5.4  million  under the
       Company's $7 million Term Loan Agreement with an additional  $1.6 million
       available for payment of  outstanding  notes of $1.8 million,  related to
       previous acquisitions.

       As of June 28,  1997  there were no  borrowings  under the Line of Credit
       Agreement (See Note 5, Borrowing Arrangements).






                                       12

<PAGE>

Part II. OTHER INFORMATION

Item 5.  Other Information

       This Quarterly  Report on Form 10-Q contains  forward-looking  statements
       within the  meaning  of Section  27A of the  Securities  Act of 1933,  as
       amended,  and  Section 21E of the  Securities  Exchange  Act of 1934,  as
       amended.  The forward-looking  statements  contained herein involve risks
       and uncertainties,  including those relating to the possible inability to
       complete  the  merger  transaction  involving  the  Company  and  Sanmina
       Corporation, a Delaware corporation ("Sanmina"), as scheduled, if at all,
       and those  associated with the ability of the combined company to achieve
       the anticipated  benefits of the merger.  Actual results and developments
       may differ  materially  from those described or incorporated by reference
       in this Report.  For more information about the Company and risks arising
       when  investing in the Company,  investors  are directed to the Company's
       most recent report on Form 10-K as filed with the Securities and Exchange
       Commission (the "SEC").

       On July 22,  1997,  the Company  entered  into an  Agreement  and Plan of
       Merger (the  "Merger  Agreement"),  among the  Company,  Sanmina and SANM
       Acquisition  Subsidiary,  Inc., a Delaware corporation and a wholly-owned
       subsidiary of Sanmina ("Merger Sub").  The description  contained in this
       Item 5 of  the  transactions  contemplated  by the  Merger  Agreement  is
       qualified  in its  entirety by  reference  to the full text of the Merger
       Agreement, a copy of which is referenced in this Report as Exhibit 10.54.

       The Merger Agreement  contemplates  that,  subject to the satisfaction of
       certain conditions set forth therein, including the approval and adoption
       of  the  Merger   Agreement  by  the  requisite  vote  of  the  Company's
       stockholders  and the  expiration  or early  termination  of the  waiting
       period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
       amended,  Merger Sub would be merged into the Company. As a result of the
       merger of Merger Sub into the Company (the  "Merger"),  the Company would
       become a  wholly-owned  subsidiary  of  Sanmina.  Under  the terms of the
       Merger  Agreement,  each outstanding  share of the Company's common stock
       would be  converted  into  thirty-three  hundredths  (0.33) of a share of
       Sanmina   common  stock.   The  Merger  is  intended  to  be  a  tax-free
       reorganization  under the Internal Revenue Code of 1986, as amended,  and
       is intended to be accounted for as a pooling of interests.

       In  connection  with the execution of the Merger  Agreement,  each of the
       directors of the Company, who collectively beneficially own approximately
       45% of the  outstanding  shares of common stock of the  Company,  entered
       into a Stockholder  Agreement  pursuant to which such director  agreed to
       vote his shares in favor of the Merger. The description contained in this
       Item 5 of the transactions  contemplated by the Stockholder  Agreement is
       qualified  in  its  entirety  by  reference  to  the  full  text  of  the
       Stockholder  Agreement,  the form of which is  attached to this Report as
       Exhibit 10.55. A  registration  statement  relating to the Sanmina common
       stock to be issued in  connection  with the Merger has not yet been filed
       with  the  SEC,  nor  has a  proxy  statement  relating  to a vote of the
       Company's stockholders on the Merger been filed with the SEC. The Sanmina
       common stock may not be offered,  nor may offers to acquire such stock be
       accepted,  prior  to the  time  such  a  registration  statement  becomes
       effective.  This  report  shall  not  constitute  an offer to sell or the
       solicitation  of an offer to buy any  Sanmina  common  stock or any other
       security,  and shall not  constitute  the  solicitation  of any vote with
       respect to the Merger.

                                       13

<PAGE>

Item 6 a. Exhibits

         10.50    Amendment To Anetec Lease dated June 26, 1997

         10.51    Amended and  Restated  Accounts  Receivable  Credit  Agreement
                  dated May 14, 1997

         10.52    Line of Credit Agreement dated May 14, 1997

         10.53    Amended and Restated Term Loan Credit  Agreement dated May 14,
                  1997

         10.54    Agreement and Plan of Merger, dated as of July 22, 1997, among
                  Sanmina Corporation, a Delaware corporation,  SANM Acquisition
                  Subsidiary,   Inc.,  a  Delaware   corporation,   and  Elexsys
                  International,  Inc., a Delaware corporation  (incorporated by
                  reference  to Exhibit 7.4 of  Amendment 10 to the Schedule 13D
                  filed by Milan  Mandaric with the  Commission on or about July
                  30, 1997.

         10.55    Stockholder  Agreement,  as of July 22, 1997,  between Sanmina
                  Corporation,  a Delaware  corporation,  and each  director  of
                  Elexsys International, Inc., a Delaware corporation.

         11.1     Computations of Earnings Per Share and Common Equivalent Share
                  for the Three and Nine Month Periods  Ending June 28, 1997 and
                  June 29, 1996

         27       Financial Data Schedule

         b.  Current reports on Form 8-K

                  None



                                       14

<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:  July 31, 1997                       By: W.F. Hegarty
       -------------                           ------------
                                           W.F. Hegarty
                                           President and Chief Operating Officer


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




                                       15