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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) FEBRUARY 17, 1998

                           CONTINENTAL CIRCUITS CORP.
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
                 (State or Other Jurisdiction of Incorporation)

        0-25554                                         86-0267198
(Commission File Number)                    (I.R.S. Employer Identification No.)

3502 EAST ROESER ROAD, PHOENIX, ARIZONA                   85040
(Address of Principal Executive Offices)                (Zip Code)

                                 (602) 268-3461
              (Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.


      On February 17, 1998, Continental Circuits Corp. announced that its Board
of Directors has accepted the offer of Hadco Corporation to acquire Continental
Circuits for $23.90 per share, or approximately $185 million in cash, plus the
assumption of approximately $33 million of debt. As a result of the transaction,
it is anticipated that Continental Circuits will become a wholly owned
subsidiary of Hadco, and will operate as a stand-alone division. A.G. Edwards &
Sons served as financial advisor to Continental Circuits on the transaction.

      Headquartered in Salem, New Hampshire, Hadco is the largest manufacturer
of advanced electronic interconnect products in North America. Hadco offers a
wide array of sophisticated manufacturing, engineering and systems integration
services to meet its customers' electronic interconnect needs. Hadco's principal
products are complex multilayer rigid printed circuits and backplane assemblies.
Hadco's customers are a diverse group of original equipment manufacturers and
contract manufacturers in the computing, data communications/telecommunications
and industrial automation industries, including process controls, automotive,
medical and instrumentation. Hadco operates ten facilities, with nine facilities
in the United States and one facility in Malaysia.

      Frederick G. McNamee, III, Chairman, President and Chief Executive Officer
of Continental Circuits, stated, "With the combination of Hadco and Continental
Circuits, we will unite the efforts of two of the stronger and more
technologically advanced interconnect manufacturers in North America. The
companies will have the opportunity to continue their research and technology
development together, which will help Hadco better serve the combined customer
base. In addition, we believe Hadco represents an excellent opportunity for our
employees to benefit from the additional growth prospects in the electronics
industry."

      Andrew E. Lietz, Chief Executive Officer of Hadco, stated, "Our objective
is to enhance our leadership position in the global interconnect market. With
the worldwide proliferation of complex electronic products, the increased scale
of operations provided by the Hadco and Continental Circuits combination will
allow Hadco to offer the greatest array of technologically advanced interconnect
products in the world. On a geographic basis, the acquisition of Continental
Circuits provides us with a significant Southwest presence in volume and
quick-turn prototype production of high quality printed circuit board
capability. Regarding customer base, Continental Circuits has developed many
long term relationships with leading companies in the electronic industry that
will be very complementary to Hadco's customer base. The acquisition is a key
element in Hadco's long-term growth strategy."

      Headquartered in Phoenix, Arizona, Continental Circuits manufactures
complex multilayered circuit boards and flexible circuits used in sophisticated
electronic equipment produced by leaders in the computer, communications,
instrumentation and industrial control industries, including original equipment
manufacturers and contract assemblers.


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      The statements contained in this report regarding serving the integration
of the combined companies, leadership position of the combined companies,
ability of the combined companies to service the combined customer base and
benefits to employees of Continental Circuits resulting from the transaction
constitute "forward-looking" statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. Potential risks and
uncertainties include, but are not limited to, such factors as the possible
intervention of regulatory authorities, general economic conditions, business
conditions in the electronics industries, the demand for the products of the
combined companies, the ability of the companies to consummate the transaction,
manage growth, and effectively integrate the acquisition into their existing
operations, and other risks and uncertainties described in reports and other
documents filed by Continental Circuits from time to time with the Securities
and Exchange Commission. Any of the assumptions could prove inaccurate, and
therefore there can be no assurance that the forward-looking information will
prove to be accurate.


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                                   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 hereunto duly authorized.

                                    CONTINENTAL CIRCUITS CORP.



February 17, 1998                   By /S/ Joseph G. Andersen
                                       -------------------------
                                           Joseph G. Andersen
                                           Vice President - Finance and
                                           Chief Financial Officer