<PAGE>   1


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

   (Mark One)
       (X)         QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended JANUARY 31, 1998

                                       OR

       ( )        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                FOR THE TRANSITION PERIOD FROM _______ TO _______


                         COMMISSION FILE NUMBER 0-12102
                                HADCO CORPORATION
                                -----------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


MASSACHUSETTS                                                   04-2393279
-------------                                                   ----------
(State or other jurisdiction                              (I.R.S. Employer
of incorporation organization)                          Identification No.)

12A MANOR PARKWAY, SALEM, NEW HAMPSHIRE                              03079
---------------------------------------                              -----
(Address of principal executive offices)                        (Zip Code)

                            TELEPHONE (603) 898 8000

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
                                        ---     ---
 
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Registrant has 13,134,192 shares of Common Stock, $0.05 Par Value, outstanding
at March 11, 1998.


<PAGE>   2


                       HADCO CORPORATION AND SUBSIDIARIES

                                      INDEX

     PART I                                                            PAGE

         Financial Information:

         Consolidated Condensed Balance Sheets as of
          JANUARY 31, 1998 and OCTOBER 25, 1997, respectively ......     3


         Consolidated Condensed Statements of Operations
          for the Quarter ended JANUARY 31, 1998 and
          JANUARY 25, 1997 respectively.............................     4

                                                                  
         Consolidated Condensed Statements of Cash Flows
          for the three months ended JANUARY 31, 1998
          and JANUARY 25, 1997 respectively.........................     5


         Notes to Consolidated Condensed Financial
          Statements................................................     6


         Management's Discussion and Analysis of Results
         of Operations and Financial Condition......................     16


PART II

         Other Information..........................................     19

         Signatures.................................................     20




                                       2


<PAGE>   3


                       HADCO CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                     ASSETS
                                     ------

                                                         January 31,       October 25,
                                                            1998              1997
                                                         -----------       -----------
<S>                                                       <C>               <C>     
Current Assets:
  Cash and cash equivalents ....................          $  9,813          $ 12,171
  Short-term investments .......................             1,582             1,562
  Accounts receivable, net of allowance for
  doubtful accounts of $1,750 in 1998 and 
  $1,700 in 1997, respectively .................            99,912            92,222
  Inventories ..................................            54,016            46,000
  Deferred tax asset ...........................            10,982            10,483
  Prepaid and other expenses ...................             4,232             4,245
                                                          --------          --------
   Total current assets ........................           180,537           166,683
Property, Plant and Equipment, net .............           239,819           231,490
Acquired Intangible Assets, net ................            97,870           101,131
Other Assets ...................................             7,601             3,213
                                                          --------          --------
                                                          $525,827          $502,517
                                                          ========          ========
</TABLE>

<TABLE>
<CAPTION>
                    LIABILITIES AND STOCKHOLDERS' INVESTMENT

<S>                                                     <C>                 <C>      
Current Liabilities:
 Short-term debt, current portion of long-term
 debt and capital lease obligations ..........          $   4,793           $   5,064
 Accounts payable ............................             69,382              68,594
 Accrued payroll and other employee benefits .             22,733              28,279
 Accrued taxes ...............................              8,669               1,775
 Other accrued expenses ......................              8,443               9,278
                                                        ---------           ---------
         Total current liabilities ...........            114,020             112,990
                                                        ---------           ---------
Long-Term Debt and Capital Lease Obligations,
 net of current portion ......................            118,769             109,716
                                                        ---------           ---------
Deferred Tax Liability .......................             31,185              30,685
                                                        ---------           ---------
Other Long-Term Liabilities ..................              9,192               9,214
                                                        ---------           ---------
Commitments and Contingencies ................
Stockholders' investment:
Common stock, $.05 par value-
Authorized 25,000 shares
Issued and outstanding 13,114 in 1998 and
13,086 in 1997 ...............................                657                 655
Paid-in Capital ..............................            168,843             168,246
Deferred Compensation ........................                (93)               (117)
Retained Earnings ............................             83,254              71,128
                                                        ---------           ---------
  Total stockholders' investment .............            252,661             239,912
                                                        ---------           ---------
                                                        $ 525,827           $ 502,517
                                                        =========           =========
</TABLE>


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


                                       3


<PAGE>   4

                       HADCO CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                    UNAUDITED
                        (In thousands, except share data)

<TABLE>
<CAPTION>

                                                                                   Quarter Ended
                                                                                   -------------
                                                                         January 31,            January 25,
                                                                            1998                   1997
                                                                         -----------            -----------
<S>                                                                      <C>                    <C>        
Net Sales .....................................................          $   198,276            $   111,536

Cost of Sales .................................................              159,208                 85,159
                                                                         -----------            -----------

     Gross Profit .............................................               39,068                 26,377

Operating Expenses ............................................               17,784                 10,820

 Write-off of acquired in-process
     research and development .................................                    -                 78,000
                                                                         -----------            -----------

Income (Loss) From Operations .................................               21,284                (62,443)

Interest and Other Income, (net) ..............................                  533                    880

Interest Expense ..............................................               (2,099)                  (933)
                                                                         -----------            -----------

Income (Loss) Before
Provision for Income Taxes ....................................               19,718                (62,496)

Provision for Income Taxes ....................................                7,591                  6,665
                                                                         -----------            -----------

Net Income (Loss) .............................................          $    12,127            $   (69,161)
                                                                         ===========            ===========

 Income (loss) per common and common equivalent Shares (Note 1)
     Basic Net Income (Loss) Per Share ........................          $      0.93            $     (6.64)
                                                                         ===========            ===========
     Diluted Net Income (Loss) Per Share ......................          $      0.90            $     (6.64)
                                                                         ===========            ===========

 Weighted average common and common equivalent Shares (Note 1)
     Basic ....................................................           13,095,776             10,413,306
                                                                         ===========            ===========
     Diluted ..................................................           13,504,957             10,413,306
                                                                         ===========            ===========
</TABLE>



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


                                       4


<PAGE>   5


                       HADCO CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                    UNAUDITED

                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                            Three Months Ended
                                                                                            ------------------
                                                                                     January 31,            January 25,
                                                                                        1998                   1997
                                                                                     -----------            -----------
<S>                                                                                     <C>                 <C>      
Total Cash Provided From Operations Activities ...............................          $  7,653            $   8,331

Cash Flows From Investing Activities:
     Purchases of short-term investments .....................................            (2,020)               6,137
     Maturities of short-term investments ....................................             2,000                   --
     Purchases of property, plant and equipment ..............................           (19,366)             (11,011)
     Acquisition of Zycon Corp. ..............................................                --             (209,661)
                                                                                        --------            ---------

Net Cash Used In Investing Activities ........................................           (19,386)            (214,535)

Cash Flows From Financing Activities:
     Principal payments under capital lease obligations ......................              (255)                (413)
     Principal payments of long-term debt ....................................              (969)             (33,690)
     Proceeds from issuance of long-term debt ................................            10,000              215,000
     Proceeds from exercise of stock options .................................               147                  328
     Tax benefit from stock options ..........................................               452                1,018
                                                                                        --------            ---------

Net Cash Provided by Financing Activities ....................................             9,375              182,243
                                                                                        --------            ---------

Net decrease in Cash and Cash Equivalents ....................................            (2,358)             (23,961)

Cash and Cash Equivalents Beginning of Period ................................            12,171               32,786
                                                                                        --------            ---------

Cash and Cash Equivalents End of Period ......................................          $  9,813            $   8,825
                                                                                        ========            =========


Supplemental disclosure of cash flow information: 
Cash paid during period for:
      Interest ...............................................................          $  1,407            $     311
                                                                                        ========            =========
      Income taxes  (net of refunds) .........................................          $    322            $     405
                                                                                        ========            =========

Acquisition of Zycon Corporation
     Fair value of assets acquired ...........................................                              $ 212,509
     Liabilities assumed .....................................................                               (114,993)
     Cash Paid ...............................................................                               (204,885)
     Acquisition costs incurred ..............................................                                 (7,600)
     Write-off of acquired in-process
      research and development ...............................................                                 78,000
                                                                                                            ---------
     Goodwill ................................................................                              $ (36,969)
                                                                                                            =========
</TABLE>  

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


                                       5


<PAGE>   6


                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Hadco Corporation's (the "Company") principal products are complex
     multilayer rigid printed circuits and backplane assemblies. The
     consolidated financial statements reflect the application of certain
     accounting policies. For information as to the significant accounting
     policies followed by the Company and other financial and operating
     information, see this note and elsewhere in the accompanying notes to
     consolidated condensed financial statements, as well as the Company's Form
     10-K as filed with the Securities and Exchange Commission (SEC) on January
     16, 1998; These financial statements should be read in conjunction with the
     financial statements included in the above-referenced SEC filing.

     SHORT TERM INVESTMENTS

     The Company's investments in held-to-maturity securities are as follows:
<TABLE>
<CAPTION>

                                                        (in thousands)
                                              January 31,              October 25,
                                                 1998                     1997
                                              -----------              -----------
                                                      Fair                     Fair
                                                     Market                   Market
                                             Cost    Value             Cost    Value          Maturity
                                             ----    -----             ----    -----          --------
     <S>                             <C>             <C>              <C>      <C>                 <C>
     Certificate of Deposit ........        $1,582   $1,582           $1,562   $1,562       Within 1 year
                                            ======   ======           ======   ======
     </TABLE>

     FOREIGN CURRENCY TRANSLATION

     The functional currency of the Company's Malaysian subsidiary is the United
     States dollar. Accordingly, all remeasurement gains and losses resulting
     from transactions denominated in currencies other than United States
     dollars are included in the consolidated statements of operations. To date,
     the resulting gains and losses have not been material.

     RECLASSIFICATION

     The Company has reclassified certain prior year information to conform with
     the current year's presentation.

     INTERIM FINANCIAL STATEMENTS

     The accompanying consolidated balance sheet as of January 31, 1998, and the
     consolidated statements of operations and cash flows for the three month
     periods ended January 25, 1997 and January 31, 1998 are unaudited but, in
     the opinion of management, include all adjustments (consisting of normal,
     recurring adjustments) necessary for a fair presentation of results for
     these interim periods. Results of operations for the interim period are not
     necessarily indicative of results to be expected for the entire year or any
     future period.


                                       6


<PAGE>   7



                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

     NET INCOME (LOSS) PER SHARE

     Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
     Share", replaces the calculation of primary and fully diluted earnings per
     share with basic and diluted earnings per share. Basic earnings per share
     is calculated by dividing net income or loss by the weighted average number
     of common shares outstanding for the period. Diluted earnings per share
     reflects the potential dilution of stock options that could share in the
     earnings of the Company. Diluted income (loss) per common share is computed
     using the weighted average number of common and common equivalent shares
     outstanding during each period. For those periods where a net loss is
     reported, stock options are not considered; as their effect would be
     anti-dilutive.

     Basic and diluted income (loss) per share, as required by SFAS No. 128, are
     as follows:
<TABLE>
<CAPTION>

                                                           Three Months Ended
                                                      January 31,       January 25,
                                                          1998             1997
                                                      -----------       -----------
                                                  (in thousands except per share data)
<S>                                                  <C>              <C>      
    Income (Loss) ...............................        $12,127          $(69,161)
                                                         =======          ========

    Basic weighted average shares outstanding ....        13,096            10,413
    
    Weighted average common equivalent shares ....           409                 -
                                                         -------          --------
    
    Diluted weighted average shares outstanding ..        13,505            10,413
                                                         =======          ========
    
    Basic Net Income (Loss) Per Share ............       $  0.93          $  (6.64)
                                                         =======          ========
    
    Diluted Net Income (Loss) Per Share ..........       $  0.90          $  (6.64)
                                                         =======          ========
</TABLE>

     These financial statements have been prepared and presented based on the
     new standard. Prior period amounts have been restated to conform to current
     year presentation. For the three month periods ended January 31, 1998 and
     January 25, 1997, 485,290 and -0- anti-dilutive weighted shares,
     respectively, have been excluded from the number of potential common shares
     outstanding.

2.   ACQUISITION OF ZYCON

     On January 10, 1997, the Company acquired substantially all of the
     outstanding common stock of Zycon Corporation ("Zycon"). The acquisition
     was accounted for as a purchase in accordance with Accounting Principles
     Board Opinion No. 16, and accordingly, Zycon's operating results since
     January 10, 1997 are included in the accompanying consolidated financial
     statements. Unaudited pro forma operating results for the Company, assuming
     the acquisition of Zycon occurred on October 29, 1995 are as follows:


                                       7


<PAGE>   8




                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

2.   ACQUISITION OF ZYCON (CONTINUED)
<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                 ------------------------------
                                                   (in thousands, except per
                                                          share data)

                                                 January 31,        January 25,
                                                    1998                1997
                                                 -----------        -----------

<S>                                               <C>               <C>     
     Net Sales .........................          $198,276          $172,547

     Net Income ........................            12,127             8,274

     Basic Net Income (Loss) Per Share .          $   0.93          $   0.76

     Diluted Net Income (Loss) Per Share          $   0.90          $   0.76
</TABLE>

     For purposes of these pro forma operating results, the in-process R&D was
     assumed to have been written off prior to October 29, 1995, so that the
     operating results presented include only recurring costs.

3.   INVENTORIES

     Inventories are stated at the lower of cost, first-in, first-out (FIFO), or
     market and consist of the following (in thousands):
<TABLE>
<CAPTION>
                         
                                       January 31,      October 25,
                                          1998             1997
                                       -----------      -----------

               <S>                      <C>              <C>    
               Raw Materials .........  $19,143          $14,167

               Work-in-process .......   34,873           31,833
                                        -------          -------

                                        $54,016          $46,000
                                        =======          =======
</TABLE>

4.   INTANGIBLE ASSETS

     The Company has assessed the realizability of its acquired intangible
     assets in accordance with SFAS No.121, Accounting for the Impairment of
     Long-Lived Assets and for Long-Lived Assets to be Disposed of. Under SFAS
     No. 121, the Company is required to assess the valuation of its long-lived
     assets, including intangible assets, based on the estimated cash flows to
     be generated by such assets.

5.   LINES OF CREDIT

     The Company has an unsecured Revolving Credit Agreement, as amended, (the
     "Agreement") with a group of banks.  The Agreement provides for direct
     borrowings or letters of credit for up to $400 million and expires January
     8, 2002. Borrowings under the Agreement bear interest, at the Company's
     option, at either; (i) the Eurodollar Rate plus the Applicable Eurodollar
     Rate Margin (both as defined in the Agreement) ranging between .5% and
     1.1375%, based on certain financial ratios of the Company, or (ii) the Base
     Rate, as defined. The Company is required to pay a quarterly commitment fee
     ranging from .2% to .375% per annum, based on certain financial ratios of
     the Company, of the unused commitment under the Agreement. If the Company
     obtains certain debt financing, as defined, the banks may require the
     Company to repay up to $150,000,000 of amounts
          


                                       8
<PAGE>   9

                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

     LINES OF CREDIT (CONTINUED)

     outstanding under the Agreement. At January 31, 1998, borrowings of
     $110,000,000 were outstanding under the agreement at a weighted average
     interest rate of 6.34%.

     The Agreement places several restrictions on the Company, including
     limitations on mergers, acquisitions and sales of a substantial portion of
     its assets, as well as certain limitations on liens, guarantees, additional
     borrowings, changes in the Company's capitalization, as defined, and
     investments. The Agreement also requires the Company to maintain certain
     financial covenants, including minimum levels of consolidated net worth, a
     maximum ratio of funded debt to EBITDA, maximum capital expenditures and
     minimum interest coverage, as defined, during the term of the Agreement.
     At January 31, 1998, the Company was in compliance with all loan covenants.

     The Company has a line of credit arrangement with a Malaysian bank
     denominated in Malaysian ringgits and U.S. dollars for aggregate borrowings
     of approximately $4.0 million for the purpose of acquiring land, facilities
     and equipment for the Company's Malaysian subsidiary. The arrangement is
     renewable annually. At January 31, 1998, there were no amounts outstanding
     under this arrangement.

6.   LONG TERM DEBT
<TABLE>
<CAPTION>

                                                                              January 31,       October 25,
                                                                                 1998              1997
                                                                              -----------      ------------
                                                                                     (in thousands)

<S>                                                                           <C>               <C>     
     Loan agreements in connection with the expansion of a building 
     The loans bear interest at rates from 1%to 7% through March,
     2011 and are collateralized by property and an
     irrevocable letter of credit ..................................          $    801          $    820


     Revolving credit agreement (Note 5) ...........................           110,000           100,000
     Obligations under capital leases ..............................            12,761            13,960
                                                                              --------          --------
                                                                               123,562           114,780
     Less - Current portion ........................................             4,793             5,064
                                                                              --------          --------
                                                                              $118,769          $109,716
                                                                              ========          ========
</TABLE>

7.   SUBSEQUENT EVENT

     In February 1998, the Company entered into an agreement to acquire the
     outstanding common stock of Continental Circuits Corp., an Arizona based
     manufacturer of printed circuits, for approximately $185 million or $23.90
     per share. It is currently expected that if this transaction is
     successfully completed, its completion will occur in the second quarter of
     fiscal 1998 and will be accounted for as a purchase business combination in
     accordance with APB No. 16 "Accounting for Business Combinations."


                                       9


<PAGE>   10


                       HADCO CORPORATION AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Except for the historical information contained herein, the matters
     discussed below or elsewhere in this quarterly report including, without
     limitation, "Environmental Matters," are forward-looking statements that
     involve risks and uncertainties.  The Company makes such forward-looking
     statements under the provisions of the "Safe Harbor" section of the Private
     Securities Litigation Reform Act of 1995.  Any forward-looking statements
     should be considered in light of the factors described below under "Factors
     That May Affect Future Results."  Actual results may vary materially from
     those projected, anticipated or indicated in any forward-looking
     statements.  In this quarterly report, the words "anticipates," "believes,"
     "expects," "intends," "future," "could," and similar words or expressions
     (as well as other words or expressions referencing future events,
     conditions or circumstances) identify forward-looking statements.

     RESULTS OF OPERATIONS

     FIRST QUARTER

     Net sales for the three months ended January 31, 1998 increased 77.8% over
     the three months ended January 25, 1997. The increase resulted from several
     factors including the acquisition of Zycon, which added $63.4 million to
     printed circuit net sales in the quarter, and an increase in both backplane
     and printed circuit net sales excluding Zycon. Backplane assembly net sales
     increased due to higher product volume and shipments. Printed circuit net
     sales increased due to higher production volume and shipments and a shift
     toward products with more layers and greater densities. In addition,
     average pricing for printed circuits decreased slightly for the first
     quarter of 1998 over the same period in 1997. Net sales from backplane
     assemblies increased to 20.5% of net sales (excluding Zycon printed circuit
     net sales) from 18.1% in the first quarter of 1997.

     The gross profit margin decreased to 19.7% in the three months ended
     January 31, 1998 from 22.3% in the comparable period in fiscal 1997. The
     decrease resulted from increased investment in new capacity and
     technologies at certain facilities, start-up expenses for the west coast
     backplane operation, and lower overall gross margins from the Zycon
     operations (including ongoing start-up expenses associated with the volume
     production facility in Malaysia).

     Operating expenses, as a percent of net sales, decreased to 9.0% in the
     three months ended January 31, 1998 from 9.7% in the comparable period in
     fiscal 1997 due to increased net sales and the fixed nature of the
     Company's operating expenses.

     Income (loss), as a percent of net sales, from operations decreased to
     10.7% in the three months ended January 31, 1998 from 13.9% in the
     comparable period in fiscal 1997, primarily as a result of the same factors
     affecting gross profits.

     Interest income decreased in the first quarter of 1998 as compared to the
     first quarter of 1997 due to lower average cash balances available for
     investing. Interest expense increased in the first quarter of 1998 as
     compared to the first quarter of 1997, due to an increase in outstanding
     debt relating to the acquisition of Zycon.

     The Company includes in operating expenses charges for actual expenditures
     and accruals, based on estimates, for environmental matters. To the extent
     and in amounts Hadco believes circumstances warrant, it will continue to
     accrue and charge to operating expenses cost estimates relating to
     environmental matters. The Company believes the ultimate disposition of
     known environmental matters will not have a material adverse effect upon
     the liquidity, capital resources, business or consolidated financial
     position of the Company. However, one or more of such environmental matters
     could have a significant negative impact on the Company's consolidated
     financial results for a particular reporting period.


                                       10


<PAGE>   11


                       HADCO CORPORATION AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     FIRST QUARTER (CONTINUED)

     The Company believes that excess capacity may exist in the printed circuit
     and electronic assembly industries, as well as fluctuating growth rates in
     the electronics industry as a whole. Both factors could have a material
     adverse effect on future orders and pricing. Despite these beliefs
     regarding the electronics industry as a whole, it should be noted that the
     Company has historically needed to increase its own manufacturing capacity
     to maintain and expand its market position. However, the Company's
     manufacturing capacity needs could change at any time or times in the
     future. The Company also believes that the potential exists for a shortage
     of materials in such industries, which could have a material adverse effect
     on future unit costs. In response to such concerns, the Company engages in
     the normal industry practices of maintaining primary and secondary vendors
     and diversifying its customer base. There can be no assurances, however,
     that such measures would be sufficient to protect the Company against any
     shortages of materials.

     INCOME TAXES

     In accordance with generally accepted accounting principles, the Company
     provides for income taxes on an interim basis, using its effective annual
     income tax rate. The Company anticipates an effective annual income tax
     rate for fiscal 1998 of 38.5%, which is slightly less than the combined
     federal and state statutory rates. The effective rate was increased by
     amortization of goodwill which is not tax deductible, and was offset by the
     tax benefit of the Company's foreign sales corporation and various state
     investment tax credits. The effective tax rate for fiscal 1998 is based on
     current tax laws.

     LIQUIDITY AND CAPITAL RESOURCES

     At January 31, 1998, the Company had working capital of approximately $66.5
     million and a current ratio of 1.58, compared to working capital of
     approximately $53.7 million and a current ratio of 1.48 at October 25,
     1997. Cash, cash equivalents and short-term investments at January 31, 1998
     were approximately $11.4 million, a decrease of $2.3 million from
     approximately $13.7 million at October 25, 1997.

     In December 1997, the Company negotiated a $400 million unsecured senior
     revolving credit loan facility with a group of banks, which amended and
     restated an existing credit facility (the "Amended Credit Facility").
     Interest on loans outstanding under the Amended Credit Facility is, at the
     Company's option, bear interest at either (1) the Eurodollar Rate, plus the
     Applicable Eurodollar Rate Margin (both as defined in "Amended Credit 
     Facility"). Or (2) the Base Rate as defined in the Amended Credit 
     Facility. At January 31, 1998, $110 million was outstanding under the 
     Amended Credit Facility. The Amended Credit Facility matures in January 
     2002. See Note 5 to Notes to Consolidated Condensed Financial Statements.

     The Company believes its existing working capital and borrowing capacity,
     coupled with the funds generated from the Company's operations will be
     sufficient to fund its anticipated working capital, capital expenditure and
     debt payment requirements through fiscal 1998. Because the Company's
     capital requirements cannot be predicted with certainty, however, there is
     no assurance that the Company will not require additional financing during
     this period. There is no assurance that any additional financing will be
     available on terms satisfactory to the Company or not disadvantageous to
     the Company's security holders. The Company intends to draw on the Amended
     Credit Facility in connection with its proposed acquisition of Continental
     Circuits Corp. should such transaction be successfully consummated. See
     Note 7 to Notes to Consolidated Condensed Financial Statements.

     FACTORS THAT MAY AFFECT FUTURE RESULTS

     The Company operates in a changing environment that involves a number of
     risks, some of which are beyond the Company's control. The following
     discussion highlights some of these risks.


                                       11

<PAGE>   12

                       HADCO CORPORATION AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     DEPENDENCE ON ELECTRONICS INDUSTRY

     The Company's principal customers are electronics OEMs and contract
     manufacturers in the computing (mainly workstations, servers, mainframes,
     storage and notebooks), data communications/telecommunications and
     industrial automation industries, including process controls, automotive,
     medical and instrumentation. These industry segments, and the electronics
     industry as a whole, are characterized by intense competition, relatively
     short product life-cycles and significant fluctuations in product demand.
     In addition, the electronics industry is generally subject to rapid
     technological change and product obsolescence. Discontinuance or
     modifications of products containing components manufactured by the Company
     could have a material adverse effect on the Company's business, financial
     condition and results of operations. Further, the electronics industry is
     subject to economic cycles and has in the past experienced, and is likely
     in the future to experience, recessionary periods. A recession or any other
     event leading to excess capacity or a downturn in the electronics industry
     would likely result in intensified price competition, reduced gross margins
     and a decrease in unit volume, all of which would have a material adverse
     effect on the Company's business, financial condition and results of
     operations.

     FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

     The Company's quarterly operating results have varied and may continue to
     fluctuate significantly. At times in the past, the Company's net sales and
     net income have decreased from the prior quarter. Operating results are
     affected by a number of factors, including the timing and volume of orders
     from and shipments to customers relative to the Company's manufacturing
     capacity, level of product and price competition, product mix, the number
     of working days in a particular quarter, trends in the electronics industry
     and general economic factors. In recent years, the Company's gross margins
     have varied primarily as a result of capacity utilization, product mix,
     lead times, volume levels and complexity of customer orders. There can be
     no assurance that the Company will be able to manage the utilization of
     manufacturing capacity or product mix in a manner that would maintain or
     improve gross margins or the Company's business, financial condition and
     results of operations. The timing and volume of orders placed by the
     Company's customers vary due to customer attempts to manage inventory,
     changes in customers' manufacturing strategies and variation in demand for
     customer products. An interruption in manufacturing resulting from
     shortages of parts or equipment, fire, earthquake or other natural
     disaster, equipment failure or otherwise would have a material adverse
     effect on the Company's business, financial condition and results of
     operations. The Company's expense levels are relatively fixed and are
     based, in part, on expectations of future revenues. Consequently, if
     revenue levels are below expectations, this occurrence is likely to
     materially adversely affect the Company's business, financial condition and
     results of operations. Results of operations in any period are not
     necessarily indicative of the results to be expected for any future period.
     Due to all of the foregoing factors, it is possible that in some future
     quarter the Company's operating results may be below the expectations of
     public market analysts and investors. Such an event could have a material
     adverse effect on the price of the Company's Common Stock.

     VARIABILITY OF ORDERS

     The level and timing of orders placed by the Company's customers vary due
     to a number of factors, including customer attempts to manage inventory,
     changes in the customers' manufacturing strategies and variation in demand
     for customer products due to, among other things, technological change, new
     product introductions, product life-cycles, competitive conditions or
     general economic conditions. Since the Company generally does not obtain
     long-term purchase orders or commitments from its customers, it must
     anticipate the future volume of orders based on discussions with its
     customers. A substantial portion of sales in a given quarter may depend on
     obtaining orders for products to be manufactured and shipped in the same
     quarter in which those orders are received. The Company relies on its
     estimate of anticipated future volumes when making 


                                       12


<PAGE>   13


                       HADCO CORPORATION AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     VARIABILITY OF ORDERS (CONTINUED)

     commitments regarding the level of business that it will seek and accept,
     the mix of products that it intends to manufacture, the timing of
     production schedules and the levels and utilization of personnel and other
     resources. A variety of conditions, both specific to the individual
     customer and generally affecting the customer's industry, may cause
     customers to cancel, reduce or delay orders that were previously made or
     anticipated. A significant portion of the Company's released backlog at any
     time may be subject to cancellation or postponement without penalty. The
     Company cannot assure the timely replacement of canceled, delayed or
     reduced orders. Significant or numerous cancellations, reductions or delays
     in orders by a customer or group of customers could materially adversely
     affect the Company's business, financial condition and results of
     operations.

     ACQUISITIONS

     In February 1998, the Company entered into an agreement to acquire all of
     the outstanding stock of Continental Circuits Corp., ("Continental")
     pursuant to a cash tender offer for all of the outstanding shares of common
     for approximately $185 million or $23.90 per share. If completed 
     successfully, the tender offer is expected to be completed in the second
     fiscal quarter of 1998. See Note 7 to Notes to Consolidated Condensed
     Financial Statements.

     The Company acquired 100% of the capital stock of Zycon, a manufacturer of
     electronic interconnect products, on January 10, 1997 (the "Zycon
     acquisition"). Zycon currently operates as a wholly-owned subsidiary of the
     Company under the name Hadco Santa Clara, Inc. The Company has limited
     experience in integrating acquired companies or technologies into its
     operations. Therefore, there can be no assurance that the Company will
     operate any acquired business profitably in the future. Contemporaneous
     with the Zycon acquisition, nine senior management personnel of Zycon were
     terminated. There can be no assurance that the Company will not be
     materially adversely affected by such terminations or that the Company will
     be able to retain key personnel at any acquired business. Accordingly,
     operating expenses associated with the acquired business may have a
     material adverse effect on the Company's business, financial condition and
     results of operations in the future.

     The Company may from time to time pursue the acquisition of other
     companies, assets, products or technologies. The Company may incur
     additional indebtedness in connection with a future business acquisition,
     and the incurrence of substantial amounts of debt in connection with future
     acquisitions could increase the risk of the Company's operations. If the
     Company's cash flow and existing working capital are not sufficient to fund
     its general working capital requirements or to service its indebtedness,
     the Company would have to raise additional funds through the sale of its
     equity securities, the refinancing of all or part of its indebtedness or
     the sale of assets or subsidiaries. There can be no assurance that any of
     these sources of funds would be available in amounts sufficient for the
     Company to meet its obligations. The cost of debt financing may also impair
     the ability of the Company to maintain adequate working capital or to make
     future acquisitions. In addition, the issuance of additional shares of
     Common Stock in connection with future acquisitions could be dilutive to
     existing investors. Acquisitions involve a number of operating risks that
     could materially adversely affect the Company's operating results,
     including the diversion of management's attention to assimilate the
     operations, products and personnel of the acquired companies, the
     amortization of acquired intangible assets, and the potential loss of key
     employees of the acquired companies. Furthermore, acquisitions may involve
     businesses in which the Company lacks experience. There can be no assurance
     that the Company will be able to manage one or more acquisitions
     successfully, or that the Company will be able to integrate the operations,
     products or personnel gained through any such acquisitions without a
     material adverse effect on the Company's business, financial condition and
     results of operations.


                                       13


<PAGE>   14


                       HADCO CORPORATION AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     COMPETITION

     The electronic interconnect industry is highly fragmented and characterized
     by intense competition. The Company believes that its major competitors are
     the large U.S. and international independent and captive producers that
     also manufacture multilayer printed circuits and provide backplane and
     other electronic assemblies. Some of these competitors have significantly
     greater financial, technical and marketing resources, greater name
     recognition and a larger installed customer base than the Company. In
     addition, these competitors may have the ability to respond more quickly to
     new or emerging technologies, may adapt more quickly to changes in customer
     requirements and may devote greater resources to the development, promotion
     and sale of their products than the Company.

     During periods of recession or economic slowdown in the electronics
     industry and other periods when excess capacity exists, electronics OEMs
     become more price sensitive, which could have a material adverse effect on
     interconnect pricing. In addition, the Company believes that price
     competition from printed circuit manufacturers in Asia and other locations
     with lower production costs may play an increasing role in the printed
     circuit markets in which the Company competes. This price competition from
     Asian printed circuit manufacturers may intensify in times of Asian
     economic turmoil, currency devaluations or financial market instability,
     such as many Asian countries are currently experiencing. Moreover, the
     Company's basic interconnect technology is generally not subject to
     significant proprietary protection, and companies with significant
     resources or international operations may enter the market. Increased
     competition could result in price reductions, reduced margins or loss of
     market share, any of which could materially adversely affect the Company's
     business, financial condition and results of operations.

     The demand for printed circuits has continued to be affected by the
     development of smaller, more powerful electronic components requiring less
     printed circuit area. Expansion of the Company's existing products or
     services could expose the Company to new competition. Moreover, new
     developments in the electronics industry could render existing technology
     obsolete or less competitive and could potentially introduce new
     competition into the industry. There can be no assurance that the Company
     will continue to compete successfully against present and future
     competitors or that competitive pressures faced by the Company will not
     have a material adverse effect on the Company's business, financial
     condition and results of operations.

     TECHNOLOGICAL CHANGE, PROCESS DEVELOPMENT AND PROCESS DISRUPTION

     The market for the Company's products and services is characterized by
     rapidly changing technology and continuing process development. The future
     success of the Company's business will depend in large part upon its
     ability to maintain and enhance its technological capabilities, develop and
     market products and services that meet changing customer needs and
     successfully anticipate or respond to technological changes, on a
     cost-effective and timely basis. In addition, the electronic interconnect
     industry could in the future encounter competition from new technologies
     that render existing electronic interconnect technology less competitive or
     obsolete, including technologies that may reduce the number of printed
     circuits required in electronic components. There can be no assurance that
     the Company will effectively respond to the technological requirements of
     the changing market. To the extent the Company determines that new
     technologies and equipment are required to remain competitive, the
     development, acquisition and implementation of such technologies and
     equipment are likely to continue to require significant capital investment
     by the Company. There can be no assurance that capital will be available
     for this purpose in the future or that investments in new technologies will
     result in commercially viable technological processes or that there will be
     commercial applications for these technologies. Moreover, the Company's
     business involves highly complex manufacturing processes that have in the
     past and could in the future be subject to periodic failure or disruption.
     Process disruptions can result in delays in certain product shipments.
     There can be no assurance that failures or disruptions will not occur in
     the future. The loss of revenue and earnings to the Company from such a
     technological change, process development or process disruption, as well as
     any


                                       14


<PAGE>   15


                       HADCO CORPORATION AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     TECHNOLOGICAL CHANGE, PROCESS DEVELOPMENT AND PROCESS DISRUPTION
     (CONTINUED)

     disruption of the Company's operations resulting from a natural disaster
     such as an earthquake, fire or flood, could have a material adverse effect
     on the Company's business, financial condition and results of operations.

     MALAYSIA FACILITY

     Hadco Santa Clara (formerly Zycon) completed construction of a volume
     manufacturing facility for printed circuits in Malaysia in fiscal 1997.
     Hadco's management has no experience in operating foreign manufacturing
     facilities, and there can be no assurance that the Company will operate the
     new facility on a profitable basis. The Company expects that the Malaysia
     facility may continue to incur operating losses during future quarters of
     operations as a result of various factors, including, without limitation,
     initial operating inefficiencies, other start-up costs, and price
     competition for the products which the Company intends to produce at the
     new facility. International operations are also subject to a number of
     risks, including unforeseen changes in regulatory requirements, exchange
     rates, tariffs and other trade barriers, misappropriation of intellectual
     property, currency fluctuations, and political and economic instability.
     Malaysia and other Asian countries have recently experienced economic
     turmoil and a significant devaluation of their local currencies. There can
     be no assurance that this period of Asian economic turmoil will not result
     in increased price competition, restrictions on the transfer of funds
     overseas, employee turnover, labor unrest, the reversal of current policies
     encouraging foreign investment and trade, or other domestic Asian economic
     problems that could materially adversely affect the Company. Therefore,
     there can be no assurance that economic problems in Malaysia or other Asian
     countries will not have a material adverse impact on the Company's
     business, financial condition or results of operations.

     CUSTOMER CONCENTRATION

     During the past several years, the Company's sales to a small number of its
     customers have accounted for a significant percentage of the Company's
     annual net sales. During fiscal 1995, 1996 and 1997, the Company's ten
     largest customers accounted for approximately 46%, 48% and 47% of net
     sales, respectively, and 43% in fiscal 1996 on a pro forma basis including
     Zycon. In fiscal 1997, Solectron accounted for approximately 15% of the net
     sales of the Company. The Company generally does not obtain long-term
     purchase orders or commitments from its customers, and the orders received
     by the Company generally require delivery within 90 days. Given the
     Company's strategy of developing long-term purchasing relationships with
     high growth companies, the Company's dependence on a number of its most
     significant customers may increase. There can be no assurance that the
     Company will be able to identify, attract and retain customers with high
     growth rates or that the customers that it does attract and retain will
     continue to grow. Although there can be no assurance that the Company's
     principal customers will continue to purchase products and services from
     the Company at current levels, the Company expects to continue to depend
     upon its principal customers for a significant portion of its net sales.
     The loss of or decrease in orders from one or more major customers could
     have a material adverse effect on the Company's business, financial
     condition and results of operations.

     MANUFACTURING CAPACITY

     The Company believes its long-term competitive position depends in part on
     its ability to increase manufacturing capacity. The Company may obtain such
     additional capacity through acquisitions or expansion of its current
     facilities. Either approach would require substantial additional capital,
     and there can be no assurance that such capital will be available from cash
     generated by current operations. Further, there can be no assurance that
     the Company will be able to acquire sufficient capacity or successfully
     integrate and manage such additional facilities. In addition, the Company's
     expansion of its manufacturing capacity has significantly increased and
     will continue to significantly increase its fixed costs, and the future
     profitability of the Company will depend on its ability to utilize its
     manufacturing capacity in an effective manner. The


                                       15


<PAGE>   16


                       HADCO CORPORATION AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     MANUFACTURING CAPACITY (CONTINUED)

     failure to obtain sufficient capacity or to successfully integrate and
     manage additional manufacturing facilities could adversely affect the
     Company's relationships with its customers and materially adversely affect
     the Company's business, financial condition and results of operations. The
     Company has a large manufacturing facility in Santa Clara, California, and
     an earthquake or other natural disaster in that area that results in an
     interruption of manufacturing at such facility would have a material
     adverse effect on the Company's business, financial condition and results
     of operations.

     MANAGEMENT OF GROWTH

     The Company has initiated significant expansion, including geographic
     expansion, of its operations, which has placed, and will continue to place,
     significant demands on the Company's management, operational, technical and
     financial resources. These demands are compounded by the Zycon acquisition
     and the proposed acquisition of Continental Circuits Corp. The Company
     expects that expansion will require additional management personnel and the
     development of further expertise by existing management personnel. The
     Company's ability to manage growth effectively, particularly given the
     increasing scope of its operations, will require it to continue to
     implement and improve its operational, financial and management information
     systems as well as to further develop the management skills of its managers
     and supervisors and to train, motivate and manage its employees. The
     Company's failure to effectively manage future growth, if any, could have a
     material adverse effect on the Company's business, financial condition and
     results of operations. Competition for personnel is intense, and there can
     be no assurance that the Company will be able to attract, assimilate or
     retain additional highly qualified employees in the future, especially
     engineering personnel. The failure to hire and retain such personnel could
     have a material adverse effect on the Company's business, financial
     condition and results of operations.

     ENVIRONMENTAL MATTERS

     The Company is subject to a variety of local, state and federal
     environmental laws and regulations relating to the storage, use, discharge
     and disposal of chemicals, solid waste and other hazardous materials used
     during its manufacturing process, as well as air quality regulations and
     restrictions on water use. When violations of environmental laws occur, the
     Company can be held liable for damages and the costs of remedial actions
     and can also be subject to revocation of permits necessary to conduct its
     business. Any such revocations could require the Company to cease or limit
     production at one or more of its facilities, which could have a material
     adverse effect on the Company's business, financial condition and results
     of operations. Moreover, the Company's failure to comply with present and
     future regulations could restrict the Company's ability to expand its
     facilities or could require the Company to acquire costly equipment or to
     incur other significant expenses to comply with environmental regulations.

     Environmental laws could become more stringent over time, imposing greater
     compliance costs and increasing risks and penalties associated with
     violation. The Company operates in several environmentally sensitive
     locations and is subject to potentially conflicting and changing regulatory
     agendas of political, business and environmental groups. Changes or
     restrictions on discharge limits, emissions levels, or material storage or
     handling might require a high level of unplanned capital investment and/or
     relocation. There can be no assurance that compliance with new or existing
     regulations will not have a material adverse effect on the Company's
     business, financial condition and results of operations.

     AVAILABILITY OF RAW MATERIALS AND COMPONENTS

     While the Company has not entered into any supply agreements and does not
     have any guaranteed sources of raw materials or components, it routinely
     purchases raw materials and components from several key material suppliers.
     Although alternative material suppliers are currently available, a
     significant unplanned event at a 


                                       16


<PAGE>   17


                       HADCO CORPORATION AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     AVAILABILITY OF RAW MATERIALS AND COMPONENTS (CONTINUED)

     major supplier could have a material adverse effect on the Company's
     operations. Hadco Santa Clara has experienced shortages of certain types of
     raw materials in the past. The potential exists for shortages of certain
     types of raw materials or components and any such future shortages or price
     fluctuations in raw materials could have a material adverse effect on the
     Company's manufacturing operations and future unit costs, thereby
     materially adversely affecting the Company's business, financial condition
     and results of operations. Product changes and the overall demand for
     electronic interconnect products could increase the industry's use of new
     laminate materials, standard laminate materials, multilayer blanks,
     electronic components and other materials, and therefore such materials may
     not be readily available to the Company in the future. Electronic
     components used by the Company in producing backplane assemblies are
     purchased by the Company and, in certain circumstances, the Company may
     bear the risk of component price fluctuations.

     There can be no assurance that shortages of certain types of electronic
     components will not occur in the future. Component shortages or price
     fluctuations could have a material adverse effect on the Company's
     backplane assembly business, thereby materially adversely affecting the
     Company's business, financial condition and results of operations. To the
     extent that the Company's backplane assembly business expands as a
     percentage of the Company's net sales, component shortages and price
     fluctuations could, to a greater extent, materially adversely affect the
     Company's business, financial condition and results of operations.

     DEPENDENCE ON KEY PERSONNEL

     The Company's future success depends to a large extent upon the continued
     services of key managerial and technical employees, none of whom, except
     for the President/Chief Executive Officer, is bound by an employment
     agreement or a non-competition agreement. The President/Chief Executive
     Officer's non-competition agreement is for one year after the termination
     of his employment with the Company. The loss of the services of any of the
     Company's key employees could have a material adverse effect on the
     Company. The Company believes that its future success depends on its
     continuing ability to attract and retain highly qualified technical,
     managerial and marketing personnel. Competition for such personnel is
     intense, especially for engineering personnel, and there can be no
     assurance that the Company will be able to attract, assimilate or retain
     such personnel. If the Company is unable to hire and retain key personnel,
     the Company's business, financial condition and results of operations may
     be materially adversely affected.

     INTELLECTUAL PROPERTY

     The Company's success depends in part on its proprietary techniques and
     manufacturing expertise, particularly in the area of complex multilayer
     printed circuits. The Company has few patents and relies primarily on trade
     secret protection of its intellectual property. There can be no assurance
     that the Company will be able to protect its trade secrets or that others
     will not independently develop substantially equivalent proprietary
     information and techniques or otherwise gain access to the Company's trade
     secrets. In addition, litigation may be necessary to protect the Company's
     trade secrets, to determine the validity and scope of the proprietary
     rights of others or to defend against claims of patent infringement. If any
     infringement claim is asserted against the Company, the Company may seek to
     obtain a license of the other party's intellectual property rights. There
     is no assurance that a license would be available on reasonable terms or at
     all. Litigation with respect to patents or other intellectual property
     matters could result in substantial costs and diversion of management and
     other resources and could have a material adverse effect on the Company's
     business, financial condition and results of operations.


                                       17


<PAGE>   18

                       HADCO CORPORATION AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     VOLATILITY OF STOCK PRICE

     The Company's Common Stock has experienced significant price volatility
     historically, and such volatility may continue to occur in the future.
     Factors such as announcements of large customer orders, order
     cancellations, new product introductions by the Company or competitors or
     general conditions in the electronics industry, as well as quarterly
     variations in the Company's actual or anticipated results of operations,
     may cause the market price of the Company's Common Stock to fluctuate
     significantly. Furthermore, the stock market has experienced extreme price
     and volume fluctuations in recent years, which has had a substantial effect
     on the market price for securities issued by many technology companies,
     often for reasons unrelated to the operating performance of the specific
     companies. These broad market fluctuations may materially adversely affect
     the price of the Company's Common Stock. There can be no assurance that the
     market price of the Company's Common Stock will not experience significant
     fluctuations in the future, including fluctuations that are unrelated to
     the Company's performance.



                                       18


<PAGE>   19


                       HADCO CORPORATION AND SUBSIDIARIES
                           PART II - OTHER INFORMATION



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Listing of Exhibits
       3.1 - Amendment to Restated Articles of Organization dated March 4, 1998.

     *10.1 - Outside Directors Compensation Plan of 1998.

     *10.2 - Employee Stock Purchase Plan of November 17, 1997 (filed as Exhibit
      10.1 to the Registration Statement No. 333-47589 on Form S-8 and 
      incorporated herein by reference.

(*)  Indicates a management contract or any compensatory plan, contract or
     arrangement required to be filed as an exhibit.


(b)  Reports on From 8-K

     None




                                       19


<PAGE>   20


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                   Hadco Corporation

Date: March 11, 1998                               By: /s/ TIMOTHY P. LOSIK
                                                       ------------------------
                                                       Timothy P. Losik
                                                       Chief Financial Officer,
                                                       Senior Vice President