FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934.

For the quarterly period ended December 27, 1996

                                    OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 1-8277


              ACME ELECTRIC CORPORATION               
(Exact name of registrant as specified in its charter)


       STATE OF NEW YORK                                    16-0324980     
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        Identification No.)


               400 Quaker Road, East Aurora, New York  14052
                 (Address of principal executive offices)


                               716/655-3800   
                            (Telephone Number)



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.

                                         (1)  YES   x    NO ____

                                         (2)  YES   x    NO ____


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


                Class                    Outstanding at December 27, 1996

Common Stock, Par Value $1.00 Per Share          5,035,183

<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                         ACME ELECTRIC CORPORATION

                      PART I - FINANCIAL INFORMATION
                       ITEM I - FINANCIAL STATEMENTS

                               BALANCE SHEET

                                       Unaudited            Audited
                                   December 27, 1996      June 30, 1996
                                        (000's)              (000's)   
                                    -----------------      -------------
<S>                                     <C>                 <C>
ASSETS
Current Assets:
 Cash                                   $ 1,301              $   828
 Accounts receivable, net                14,755               15,445
 Inventories, net                        14,866               15,008
 Deferred income taxes                    1,017                1,093
 Other current assets                     2,860                2,997
                                         -------              -------
   Total current asset                   34,799               35,371
                                         -------              -------
Property, plant and equipment, at cost    36,530              34,983
 Less accumulated depreciation          (20,493)             (19,495)
Facilities held for sale, net                981                 981
                                         -------              -------

 Total property, plant & equipment, net   17,018               16,469
                                         -------              -------

Other assets                               2,144               2,304
                                         -------              ------- 
Total Assets                             $53,961             $54,144
                                         =======             =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
 Accounts payable                       $ 6,241              $ 6,045
 Accrued compensation and other           4,194                4,763
 Current portion of long-term debt        2,483                2,206
                                         -------              -------
   Total current liabilities             12,918               13,014
Long-term debt                            24,399              24,394
Other long-term liabilities                  781               1,052
                                         -------              -------
Total Liabilities                        $38,098             $38,460
                                         -------              -------
Shareholders' Equity:
 Common stock, Par Value $1.00
 Authorized 8,000,000 shares
 Issued 5,035,183 and 5,020,153           5,035                5,020
 Capital in excess of par value          18,984               18,910
 Accumulated deficit                     (7,262)              (7,352)
 Less:  Treasury stock at cost
    (80,699 Shares)                        (894)                (894)
                                         -------              ------- 
 Total shareholders' equity              15,863               15,684
                                         -------              -------
Total Liabilities and 
  Shareholders' Equity                   $53,961             $54,144
                                         =======              =======
</TABLE>

See accompanying Notes to Financial Statements.<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                         ACME ELECTRIC CORPORATION

                          STATEMENT OF OPERATIONS
                                (Unaudited)


                        13 Weeks    13 Weeks    26 Weeks    26 Weeks
                         Ended       Ended       Ended       Ended
                        12/27/96    12/29/95    12/27/96    12/29/95
                         (000's)     (000's)     (000's)     (000's)
                        --------    --------    --------    --------
<S>                    <C>         <C>         <C>         <C>
NET SALES                $23,478     $23,425     $46,701     $49,356
                          ------      ------      ------      ------ 
COSTS AND EXPENSES:
 Cost of Sales           17,973      19,096      35,854      38,856        
Research and 
   Engineering Expense     1,142       1,149       2,291       2,296
 Selling and Adminis-
   trative Expense         3,728       3,877       7,414       7,743
 Interest Expense           499         605         970       1,190
                         -------     -------     -------     -------
    TOTAL COSTS AND 
     EXPENSES             23,342      24,727      46,529      50,085
                         -------     -------     -------     -------
INCOME (LOSS) BEFORE 
 TAXES                       136      (1,302)        172        (729)

INCOME TAX EXPENSE
 (BENEFIT)                    52        (468)         82        (228)
                         -------     -------     -------     -------
NET INCOME (LOSS)        $    84     $  (834)    $    90     $  (501)
                         =======     =======     =======     =======
Weighted Average 
 Number of Shares 
 Outstanding           4,965,378   4,949,791   4,961,463   4,955,494

NET INCOME (LOSS) 
 PER COMMON SHARE        $   .02     $  (.17)    $   .02     $  (.10)
                         =======     =======     =======     ======= 

</TABLE>

See accompanying Notes to Financial Statements
<PAGE>
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<TABLE>
<CAPTION>
                         ACME ELECTRIC CORPORATION

                          STATEMENT OF CASH FLOWS
                                (Unaudited)

                                    26 Weeks Ended     26 Weeks Ended
                                   December 27, 1996  December 29, 1995
                                        (000's)            (000's)     
                                    -----------------  -----------------
<S>                                       <C>             <C>
Cash flows from operating activities:
Net income (Loss)                         $    90         $  (501)
Adjustments to reconcile net income
  (loss) to net cash flows from 
  operating activities:
 Loss from joint-venture                       43             112
 Depreciation and amortization                998           1,100
Change in assets and liabilities:
 Accounts receivable, net                     690           1,120
 Inventories, net                             142            (382)
 Other assets                                 330             (97)
 Accounts payable                             196          (2,764)
 Accrued compensation and other              (840)             48
                                           -------         -------
Net cash provided from (used in)
 operating activities                       1,648          (1,364)
                                           -------         -------
Cash flows from investing activities:
 Additions to property, plant and 
   equipment                               (1,547)           (821)
 Investment in unconsolidated 
   subsidiary                                ( --)           (105)
                                           -------         -------
Net cash used in investing activities      (1,547)           (926)
                                           -------         -------  
Cash flows from financing activities:
 Increase of borrowings, net                  282           1,880
 Proceeds from employee stock purchase, 
   stock option and dividend reinvest-
   ment plans                                  89              51
 Purchase of treasury stock                    --              (5)
                                           -------         -------
Net cash provided by financing 
  activities                                  371           1,926
                                           -------         -------
Net increase (decrease) in cash               473            (364)

Cash at beginning of period                   828             386
                                           -------         -------
Cash at end of period                     $ 1,301         $    22
                                           =======         ======= 
</TABLE>

See accompanying Notes to Financial Statements.
<PAGE>
<PAGE>
                         ACME ELECTRIC CORPORATION

                       NOTES TO FINANCIAL STATEMENTS
                                (Unaudited)



1.  The Balance Sheet of Acme Electric Corporation ("Registrant") at
    December 27, 1996, the Statement of Operations for the thirteen- and
    twenty-six-week periods ended December 27, 1996, and December 29,
    1995, and the Statement of Cash Flows for the twenty-six weeks ended
    December 27, 1996, and December 29, 1995, include all adjustments for
    a fair representation of the results for such periods.

    The unaudited financial data included herein was compiled in
    accordance with the "Summary of Significant Accounting Principles and
    Practices" (Note 1 of Notes to Consolidated Financial Statements)
    contained in the Registrant's 1996 Annual Report filed on Form 10-K.

2.  Accounts receivable included in the Balance Sheet are as follows:

<TABLE>
<CAPTION>
                            December 27, 1996       June 30, 1996
                                 (000's)               (000's)   
                            -----------------       -------------
<S>                              <C>                  <C>
Billed                           $14,639              $14,938
Unbilled                             699                  896
                                 -------              -------
Subtotal                          15,338               15,834
  Less allowance for
  doubtful accounts                 (583)                (389)
                                 -------              -------
                                 $14,755              $15,445
                                 =======              =======
</TABLE>
 
    Unbilled receivables are comprised of revenue amounts in long-term
    contracts, which have been earned, but not yet billed.  Management
    anticipates that all unbilled receivables will be invoiced and
    collected within a twelve-month period.

3.  Inventories included in the Balance Sheet are as follows:

<TABLE>
                              December 27, 1996       June 30, 1996
                                   (000's)               (000's)   
                              -----------------       -------------
<S>                                <C>                  <C>
Raw Material                       $ 7,187              $ 6,733
Work-In-Process                      3,175                3,876
Finished Goods                       4,504                4,399
                                   -------              -------
                                   $14,866              $15,008
                                   =======              =======
</TABLE>

    Inventories are reported net of reserves for obsolescence of $561,000
    and $399,000 at December 27 and June 30, respectively.

<PAGE>
<PAGE>
                         ACME ELECTRIC CORPORATION
                                  Item 2
                  Management's Discussion and Analysis of
               Financial Condition and Results of Operations


    The following is Management's discussion and analysis of certain
significant factors which have affected the Registrant's financial
condition and results of operations during the periods included in the
accompanying financial statements.

    A summary of the period-to-period change in the principal items
included in the balance sheets and which affect financial condition
follows:

                            Comparison of Balance Sheets at
                                   December 27, 1996
                                           and
                                      June 30, 1996        
                                  Increase   (Decrease)
                                         (000's)

Current Assets                          $  (572)

Property, Plant & Equipment Net             549

Intangibles and Other Assets               (160)
                                          -----
                                         $ (183)
                                          =====
Current Liabilities                      $  (96)

Long-Term Debt and Other Liabilities       (266)

Shareholders' Equity                     $  179
                                          -----
                                         $ (183)
                                          =====

    Current assets at December 27, 1996, reflect a net decrease of
approximately $572,000, or 1.6%, from the June 30, 1996, level, primarily
due to lower accounts receivable outstanding.  The Company's outstanding
receivables declined from June 30 levels, as a result of lower transformer
product sales made in December, compared with the sales of the prior June,
due, in part, to holiday interruptions and nationwide weather conditions.

    The net increase in property, plant and equipment of $549,000, or
3.3%, represents general equipment expenditures of $759,000, combined with
$787,000 of new business system capital costs, offset against depreciation
expense of $997,000 for the six-month period ended December 27, 1996.

    Intangibles and other assets decreased $160,000, or 6.9%, primarily
due to amortization of deferred costs.

    Current liabilities decreased $96,000, or 0.7%, as a result of early
funding of the payroll accruals due to the holiday schedules, which, in
part, were offset by an increase in the accounts payable and current
portion of long-term debt.  The current portion of debt increased as the
Company concluded negotiations for an additional $500,000 (three-year lease
arrangement) of financing associated with the implementation of the new
business system.
<PAGE>
<PAGE>

Management's Discussion and Analysis of
Financial Condition and Results of Operations (Cont'd)


    Long-term debt and other liabilities decreased approximately $266,000,
or approximately 1.4%, from June 30, 1996.  This decrease reflects the net
reduction in long-term debt made during the first half of fiscal 1997, as
the Company financed its capital expenditures primarily through cash from
operations.

    The increase in shareholders' equity of $179,000 is primarily due to
proceeds from employee stock purchase plan programs received since June 30,
1996, and the net income realized year-to-date.

    The Company has financed its working capital requirements, as well as
its year-to-date capital expenditures, through operations.  The Company
expects that operating activities for the remainder of fiscal 1997 will
provide adequate cash flow to support working capital requirements and
remaining equipment expenditures through the end of the current fiscal
year.

    The Company has in place a credit agreement which provides for two
secured term loans, with current principal balances of $4,386,000 and
$1,833,000, respectively, and a secured revolving credit line, with a
$21,000,000 limit and a maturity date of December 1, 1997, against which
the Company has combined outstanding borrowings and letters of credit of
approximately $15,137,000.  Outstanding borrowings against the revolving
credit facility are limited by formula to specified amounts of accounts
receivable and inventory, reduced by outstanding term debt.  As of December
27, 1996, the Company's eligible (formula-based) unborrowed funds available
on the line of credit were approximately $4,400,000.  Management believes
that the current financing arrangement will provide adequate liquidity in
the near term, with intentions to negotiate longer term facility
commitments for the future.

    The Company has announced that contingencies for the sale of the
Aerospace Division were not met, and the business will remain an integral
part of the Company.  This business is slowly improving and is expected to
operate at breakeven within the next twelve months.
<PAGE>
<PAGE>

RESULTS OF OPERATIONS:


      Thirteen- and twenty-six-week periods ended December 27, 1996,
    compared with the comparable thirteen- and twenty-six-week periods
                          ended December 29, 1995


    Consolidated sales for the thirteen- and twenty-six-week periods ended
December 27, 1996, were $23,478,000 and $46,701,000, respectively, compared
with $23,425,000 and $49,356,000 for the comparable periods of a year
earlier, or an increase over the prior year's same quarter of .2% and a
decrease of 5.4% in the year-to-date comparison.  Net sales varied little
in the quarter-to-quarter comparison.  Year-to-date sales, compared with
the same period of a year ago, declined $2,655,000 as a result of lower
sales of uninterruptible power supply (UPS) products ($885,000), the
maturing of certain OEM power supply programs of the Electronics Division
and lower engineering program revenue ($875,000) earned by the Aerospace
Division due to fewer engineering contracts.

    Cost of sales as a percentage of sales for the thirteen- and twenty-
six-week periods ended December 27, 1996, were 76.6% and 76.8%,
respectively, compared to 81.5% and 78.7% for the comparable periods of the
prior year.  The improvement in the cost of sales ratio, both for the
quarter-to-quarter and year-to-date comparisons, is primarily attributable
to improved productivity in the Company's Power Distribution Product
Division, where current year production output has increased over the
three- and six-month periods of the prior year, with 65 fewer manufacturing
personnel employed.  Manufacturing overhead costs are correspond-ingly
down, as a result of the lower employment levels throughout the Company.

    Research and engineering expenses as a percent of net sales for the
thirteen-and twenty-six-week periods ended December 27, 1996, were 4.9%,
relatively unchanged from the 4.9% and 4.7% experienced for the comparable
periods of a year ago.  

    Selling and administrative costs as a percent of net sales were 15.9%
for the thirteen- and twenty-six-week periods ended December 27, 1996,
compared to 16.5% and 15.7% for the comparable periods of a year earlier. 
The reduced selling and administrative costs of the most recent quarter are
the result of reduced administrative overheads in the Aerospace Division,
combined with lower marketing and commission expenses incurred in the
Electronics Division due to reduced UPS product sales and related support. 
The current year-to-date percentage increase over that of the prior year is
due to lower sales achieved in the current year.  Actual aggregate selling
and administrative costs were lower by $324,000 in the current year,
compared with the comparable period of the prior year.

    Interest expense as a percent of net sales for the thirteen- and
twenty-six-week periods ended December 27, 1996, declined slightly to 2.1%
from 2.6% and 2.4%, respectively, for the comparable periods of the prior
year.  Interest expense for the thirteen- and twenty-six-week periods
compared to the prior year decreased $106,000 and $220,000, respectively. 
These reductions are due to reduced debt levels, as the Company has reduced
its working capital nearly $5,000,000 from December of 1995 to December
1996.
<PAGE>
<PAGE>

RESULTS OF OPERATIONS (Cont'd)


    Income taxes as a percent of income (loss) before taxes were 38.2% and
47.7%, respectively, for the thirteen- and twenty-six-week periods ended
December 27, 1996, compared with 35.9% and 31.3%, respectively, for the
comparable periods of a year earlier.  The variation in the effective tax
rate is due to the low pre-tax earnings and the relative effect that
certain book-to-tax differences (book expenses not deductible for tax
purposes to include losses from the foreign joint venture) have on the
calculated effective rate.  The effective tax rate as a percentage of
domestic earnings has remained essentially unchanged at 38.5%.

    Backlog at December 27, 1996, was $18,239,000, compared with
$17,419,649 at the end of the comparable period of the prior year.



                                  PART II
                             OTHER INFORMATION

Item 5.  Other Information
--------------------------
        a.  Exhibits 

            Interim Report dated
            February 7, 1997 for the
            quarter ended December 27,
            1996.                           See Exhibit 13 attached.

            Financial Data Schedule.        See Exhibit 27 attached.

            News release of January 7,
            1997, announcing Acme being
            named supplier of power
            sources for Silicon Graphics.   See Exhibit 99.1 attached.

            News release of February 4,
            1997, announcing second-quarter
            results for fiscal year 1997.   See Exhibit 99.2 attached.

        b.  There were no reports filed on Form 8-K during the twenty-six-
            week period ended December 27, 1996.

<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.

                                     ACME ELECTRIC CORPORATION
                                           (Registrant)



Date:    February 10, 1997           /s/
                                     Robert J. McKenna
                                     Chairman, President and
                                     Chief Executive Officer



Date:    February 10, 1997           /s/
                                     Daniel K. Corwin
                                     Senior Vice President and
                                     Chief Financial Officer