<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                           ---------------------------

                                    FORM 10-Q

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

                     FOR THE QUARTER ENDED NOVEMBER 2, 1996


                                       OR

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

                          Commission file number 0-8088


                                  FURON COMPANY
             (Exact name of registrant as specified in its charter)


California                                                            95-1947155
(State or other jurisdiction                                    (I.R.S. Employer
of incorporation or                                          Identification No.)
organization)

29982 Ivy Glenn Drive
Laguna Niguel, CA                                                          92677
(Address of principal executive offices)                              (Zip Code)


       Registrant's telephone number, including area code: (714) 831-5350

         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    
                                     ---     ---

      Number of shares of common stock outstanding as of December 7, 1996:
                               9,000,749.


                                       1
<PAGE>   2
                                  FURON COMPANY



                                      INDEX




PART I - FINANCIAL INFORMATION
------------------------------



<TABLE>
<CAPTION>
                                                                        PAGE NO.
                                                                        --------
<S>                                                                        <C>
     Item 1.  Financial Statements

                Condensed Consolidated Balance Sheets
                   November 2, 1996 and February 3, 1996                    3

                Condensed Consolidated Statements of Income
                   Three and nine months ended November 2, 1996 and
                   October 28, 1995                                         5

                Condensed Consolidated Statements of Cash Flows 
                   Three and nine months ended November 2, 1996 and
                   October 28, 1995                                         6

                Notes to Condensed Consolidated Financial Statements        7

     Item 2.  Management's Discussion and Analysis of Financial
                Condition and Results of Operations                        11

PART II - OTHER INFORMATION                                                15
---------------------------
</TABLE>




                                       2
<PAGE>   3
ITEM 1.  FINANCIAL STATEMENTS

                                  FURON COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                     ASSETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   November 2,      February 3,
In thousands                                                          1996             1996   
-----------------------------------------------------------------------------------------------
<S>                                                                 <C>              <C>      
Current assets:

         Cash and cash equivalents                                  $   3,872        $      --

         Accounts receivable, less allowance for doubtful
         accounts of $1,221 at November 2, 1996 and $1,367 at
         February 3, 1996                                              54,073           51,681

         Inventories                                                   41,437           39,827

         Deferred income taxes                                          5,102            5,178

         Prepaid expenses and other assets                              3,593            5,367
                                                                    ---------        ---------

Total current assets                                                  108,077          102,053

Property, plant & equipment, at cost:

         Land                                                           2,478            1,305
         Buildings and leasehold improvements                          20,031           18,044
         Machinery and equipment                                      137,084          128,396
                                                                    ---------        ---------
                                                                      159,593          147,745

         Less accumulated depreciation and amortization               (76,633)         (68,093)
                                                                    ---------        ---------

Net property, plant and equipment                                      82,960           79,652

Intangible assets, at cost less accumulated amortization of
$28,897 at November 2, 1996 and $26,612 at February 3, 1996            24,769           23,543

Other assets                                                            5,879            6,236
                                                                    ---------        ---------

                                                                    $ 221,685        $ 211,484
                                                                    =========        =========
</TABLE>




See accompanying notes.




                                       3
<PAGE>   4
                                  FURON COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    November 2,      February 3,
In thousands, except share data                                        1996             1996
------------------------------------------------------------------------------------------------
<S>                                                                  <C>              <C>      
Current liabilities:

        Cash, less checks outstanding                                $      --        $   1,052

        Accounts payable                                                19,430           18,851

        Salaries, wages and related benefits payable                    10,823           11,101

        Current portion of long-term debt                                  177              278

        Other current liabilities                                       10,750           10,345
                                                                     ---------        ---------

Total current liabilities                                               41,180           41,627

Long-term debt                                                          35,228           38,443

Other long-term liabilities                                             22,009           20,807

Deferred income taxes                                                    7,603            7,725

Commitments and contingencies

Stockholders' equity:

        Preferred stock without par value, 2,000,000 shares
        authorized, none issued or outstanding                              --               --

        Common stock without par value, 15,000,000 shares
        authorized, 9,000,749 shares issued and outstanding at
        November 2, 1996 and 8,906,905 at February 3, 1996              38,853           37,575

        Foreign currency translation adjustment                            883              403

        Unearned ESOP shares                                            (3,316)          (3,205)

        Unearned compensation                                             (314)            (556)

        Additional pension liability                                    (1,649)          (1,649)

        Retained earnings                                               81,208           70,314
                                                                     ---------        ---------

Total stockholders' equity                                             115,665          102,882
                                                                     ---------        ---------

                                                                     $ 221,685        $ 211,484
                                                                     =========        =========
</TABLE>




See accompanying notes.



                                       4
<PAGE>   5
                                  FURON COMPANY
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      Three months ended                Nine months ended
                                                      ------------------                -----------------
                                                  November 2,     October 28,      November 2,      October 28,
In thousands, except per share amounts               1996            1995             1996             1995
---------------------------------------------------------------------------------------------------------------
<S>                                                <C>             <C>             <C>              <C>      
Net sales                                          $ 96,227        $ 85,401        $ 287,206        $ 256,154

Cost of sales                                        70,559          62,336          208,995          185,186
                                                   --------        --------        ---------        ---------

Gross profit                                         25,668          23,065           78,211           70,968

Selling, general and administrative expenses         19,894          18,931           60,239           57,434

Other (income), net                                    (955)         (1,042)          (2,918)          (2,554)

Interest expense                                        585             719            1,939            2,300
                                                   --------        --------        ---------        ---------

Income before income taxes                            6,144           4,457           18,951           13,788

Provision for income taxes                            2,089             660            6,443            3,926
                                                   --------        --------        ---------        ---------

Net income                                         $  4,055        $  3,797        $  12,508        $   9,862
                                                   ========        ========        =========        =========


Net income per share of Common Stock               $   0.44        $   0.42        $    1.37        $    1.09
                                                   ========        ========        =========        =========
</TABLE>




See accompanying notes.




                                       5
<PAGE>   6
                                  FURON COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         Three months ended             Nine months ended
                                                                         ------------------             -----------------
                                                                     November 2,    October 28,    November 2,     October 28,
In thousands                                                            1996           1995           1996            1995  
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>            <C>            <C>             <C>     
OPERATING ACTIVITIES
    Net income                                                        $ 4,055        $ 3,797        $ 12,508        $  9,862
    Adjustments to reconcile net income to cash
       provided by operating activities:
        Depreciation                                                    3,162          2,880           9,870           8,168
        Amortization                                                      838            898           2,483           2,939
        Provision for losses on accounts receivable                      (155)           224             132             484
        Deferred income taxes                                            (265)           251            (189)            486
        Loss on sale of assets                                             --             --              --              62
    Working capital changes, net of acquisitions and disposals:
        Accounts receivable                                              (866)        (3,404)          1,239           2,224
        Inventories                                                     3,740          1,913             619          (2,690)
        Accounts payable and accrued liabilities                       (2,552)         3,059          (4,202)         (4,064)
        Income taxes payable                                              238           (142)          1,546            (201)
        Other current assets and liabilities, net                       1,395           (392)          1,751             648
    Changes in other long-term operating assets and
        liabilities                                                      (352)          (878)         (1,251)         (1,008)
                                                                      -------        -------        --------        --------

            Net cash provided by operating activities                   9,238          8,206          24,506          16,910

INVESTING ACTIVITIES
    Acquisition of businesses                                              --             86          (4,071)        (23,677)
    Purchases of property, plant and equipment                         (3,004)        (2,210)        (13,856)         (9,339)
    Proceeds from sale of divestitures                                    275             --           1,054             767
    Proceeds from sale of equipment                                     1,542             80           1,592           1,312
    Proceeds from notes receivable                                        252            130             257             723
    Increase in notes receivable                                         (200)            --            (200)         (1,100)
                                                                      -------        -------        --------        --------

            Net cash used in investing activities                      (1,135)        (1,914)        (15,224)        (31,314)

FINANCING ACTIVITIES
    Proceeds from long-term debt                                           --             --          13,000          23,008
    Principal payments on long-term debt                               (4,135)        (5,002)        (18,312)        (12,005)
    Proceeds from issuance of common stock                                457             --           1,226             730
    Loan to ESOP                                                           --           (207)           (566)           (438)
    Principal payments received from loan to ESOP                          --             --             458             384
    Dividends paid on common stock                                       (538)          (533)         (1,614)         (1,597)
                                                                      -------        -------        --------        --------

            Net cash provided by (used in) financing
                  activities                                           (4,216)        (5,742)         (5,808)         10,082

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                   (15)            60             398             500
                                                                      -------        -------        --------        --------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        3,872            610           3,872          (3,822)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                           --          2,043              --           6,475
                                                                      -------        -------        --------        --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                            $ 3,872        $ 2,653        $  3,872        $  2,653
                                                                      =======        =======        ========        ========
</TABLE>

See accompanying notes.




                                       6
<PAGE>   7
                                  FURON COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                November 2, 1996
                                   (Unaudited)



1.       GENERAL

         The accompanying unaudited consolidated financial statements have been
         condensed in certain respects and should, therefore, be read in
         conjunction with the consolidated financial statements and related
         notes thereto, contained in the Company's Annual Report to Shareholders
         on Form 10-K for the fiscal year ended February 3, 1996. Certain
         reclassifications have been made to prior year amounts in order to be
         consistent with the current year presentation.

         In the opinion of the Company, the accompanying unaudited condensed
         consolidated financial statements contain all adjustments necessary
         (consisting only of normal recurring adjustments) to present fairly the
         financial position of the Company as of November 2, 1996, and the
         results of operations and cash flows for the three and nine months
         ended November 2, 1996 and October 28, 1995. Results of the Company's
         operations for the three and nine months ended November 2, 1996 are not
         necessarily indicative of the results to be expected for the full year.

2.       INVENTORIES

         Inventories, stated at the lower of cost (first-in, first-out) or
         market, are summarized as follows:


<TABLE>
<CAPTION>
                                                   November 2,   February 3,
         In thousands                                 1996          1996
         --------------------------------------------------------------------
<S>                                                <C>           <C>    
           Raw materials and purchased parts       $14,654       $13,604
           Work-in-process                          11,093        11,503
           Finished goods                           15,690        14,720
                                                   -------       -------
                                                   $41,437       $39,827
                                                   =======       =======
</TABLE>



3.       INTANGIBLES

         Intangible assets, primarily acquired in business combinations, net of
         accumulated amortization, are summarized as follows:


<TABLE>
<CAPTION>
                                              November 2,       February 3,
         In thousands                            1996              1996
         --------------------------------------------------------------------
<S>                                             <C>               <C>    
           Goodwill                             $10,324           $ 9,113
           Other intangible assets               14,445            14,430
                                                -------           -------
                                                $24,769           $23,543
                                                =======           =======
</TABLE>


                                       7
<PAGE>   8
                                  FURON COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                November 2, 1996
                                   (Unaudited)


4.       LONG-TERM DEBT

         Long-term debt is summarized as follows:


<TABLE>
<CAPTION>
                                                   November 2,    February 3,
         In thousands                                 1996           1996
         --------------------------------------------------------------------
<S>                                                  <C>            <C>    
           Loans under bank credit agreements
              due through fiscal year 2000           $33,000        $38,000
           Other                                       2,405            721
                                                     -------        -------
           Total long-term debt                       35,405         38,721
           Less current portion                          177            278
                                                     -------        -------

           Due after one year                        $35,228        $38,443
                                                     =======        =======
</TABLE>

         For the three and nine months ended November 2, 1996, the weighted
         average interest rate on the loans under bank credit agreements was
         6.0% and 6.2%, respectively.

         Interest paid for the three and nine months ended November 2, 1996 was
         $554,000 and $1,870,000, respectively. Interest paid for the three and
         nine months ended October 28, 1995 was $828,000 and $2,218,000,
         respectively.


5.       STOCKHOLDERS' EQUITY

         During June 1996, the Company contributed $662,000 to the Employee
         Stock Ownership Plan (ESOP) for the plan year ended April 30, 1996. Of
         this amount, $458,000 served to reduce loans previously made to the
         plan. In addition, during the first nine months of the fiscal year, the
         Company loaned $566,000 to the ESOP which is presented as unearned ESOP
         shares in the accompanying condensed consolidated balance sheet. The
         ESOP used the funds to acquire 25,000 shares of the Company's common
         stock from a director of the Company.




                                       8
<PAGE>   9
                                  FURON COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                November 2, 1996
                                   (Unaudited)


6.       INCOME TAXES

         The Company's effective tax rate for the three and nine month periods
         ended November 2, 1996 was 34.0% as compared with 14.8% and 28.5%
         respectively, in the same periods in the prior year. The rates were
         lower in the prior year due to adjustments made in the third quarter of
         that year which resulted from the realization of certain reserves and
         tax credits due to the completion of IRS audit cycles and closure of
         earlier fiscal years.

         Income taxes paid for the three and nine months ended November 2, 1996
         were $1,600,000 and $3,200,000, respectively. Income taxes paid for the
         three and nine months ended October 28, 1995 were $400,000 and
         $3,300,000, respectively.


7.       CONTINGENCIES

         At November 2, 1996, the Company had approximately $1,800,000 of
         foreign currency hedge contracts outstanding consisting of
         over-the-counter forward contracts. The contracts reflect the selective
         hedging of the Belgium Franc with varying maturities up to nine months.
         Net unrealized gains from hedging activities were not material as of
         November 2, 1996.

         At November 2, 1996, the Company is obligated under irrevocable letters
         of credit totaling $2,177,000.

         The Company is currently involved in various litigation in the normal
         course of business. Management of the Company is of the opinion that
         the ultimate resolution of such litigation should not have a material
         adverse effect on the Company's consolidated financial position or
         results of operations.

         Compliance with environmental laws and regulations designed to regulate
         the discharge of materials into the environment or otherwise protect
         the environment requires continuing management effort and expenditures
         by the Company. The Company does not believe that the operating costs
         incurred in the ordinary course of business to satisfy air and other
         permit requirements, properly dispose of hazardous wastes and otherwise
         comply with these laws and regulations form or will form a material
         component of its operating costs or have or will have a material
         adverse effect on its competitive or consolidated financial positions.




                                       9
<PAGE>   10
                                  FURON COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                November 2, 1996
                                   (Unaudited)

7.       CONTINGENCIES (CONTINUED)

         The Company or one of its subsidiaries is currently involved in
         environmental remediation directly or as an EPA-named potentially
         responsible party or private cost recovery/contribution action
         defendant at various sites, including the following "superfund" waste
         disposal sites: Solvents Recovery Service of New England site in
         Southington, Connecticut; Gallups Quarry site in Plainfield,
         Connecticut; and the Picillo Superfund site in Coventry, Rhode Island.

         As of November 2, 1996 the Company's reserves for environmental matters
         totaled approximately $1,700,000. While neither the timing nor the
         amount of the ultimate costs associated with the remediation matters
         described above can be determined with certainty, based on information
         currently available to the Company, including investigations to
         determine the nature of the potential liability, the estimated amount
         of investigation and remedial costs expected to be necessary to
         complete the remediation and other factors, the Company presently
         believes that these reserves should be sufficient to cover the
         Company's aggregate liability for these matters and, accordingly, does
         not expect them to have a material adverse effect on its consolidated
         financial position or results of operations. The actual costs to be
         incurred by the Company at each site will depend on a number of
         factors, including one or more of the following: the final delineation
         of contamination; the final determination of the remedial action
         required; negotiations with governmental agencies with respect to
         cleanup levels; changes in regulatory requirements; innovations in
         investigatory and remedial technology; effectiveness of remedial
         technologies employed; and the ultimate ability to pay of any other
         responsible parties.

8.       SUBSEQUENT EVENT

         On November 13, 1996, the Company announced that it had entered into an
         agreement to purchase Medex, Inc., a publicly-held company,
         headquartered in Hilliard, Ohio for approximately $160 million. Medex
         manufactures polymer-based critical care products and infusion systems
         for medical and surgical applications. With annual sales of
         approximately $100 million, Medex products are sold in more than 50
         countries to hospitals, alternate care facilities and to original
         equipment manufacturers serving the health care industry worldwide.
         Furon anticipates closing this transaction in the fourth quarter of
         fiscal 1997.




                                       10
<PAGE>   11
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


RESULTS OF OPERATIONS

Consolidated sales for the three and nine months ended November 2, 1996 rose 13%
to $96 million and 12% to $287 million, respectively, over the same periods of
the prior year.

The Company has continued to benefit from strength in a number of industrial
markets served over the prior year and increases in new product sales. New
products (defined as products that did not exist five years previously)
represented 20% of sales for the three months ended November 2, 1996 compared to
15% a year earlier. Increased sales for the three and nine months ended November
2, 1996, was lead by strong demand from offshore oil exploration, aircraft,
electronics and appliance markets over the same period of the prior year.
Company sales to the processing industry were up 5% over last year's third
quarter as a result of increases in the offshore drilling market. The
transportation industry unit gains were lead by increased aircraft builds and
mobile equipment growth as a result of increased market penetration. Sales into
the truck market are up slightly despite the overall industry being down 25% to
35%. The Company's sales into the semi-conductor market were up 16% in the third
quarter over the same quarter last year. Sales for the Company's European
operations were up 28% and 21%, respectively, for the three and nine months
ended November 2, 1996, over the same periods of the prior year (35% and 28%
after removing the effect of foreign currency exchange rate changes). These
gains were attributable to the purchase of Econocruise in the UK in April 1996.

Gross profit as a percentage of sales for the three and nine months ended
November 2, 1996 was down 0.3% and 0.5%, respectively from the same periods of
the prior year to 26.7% and 27.2%. For the current quarter, spending on direct
and variable costs was unfavorable to the prior year. This was in part due to
underabsorption of manufacturing overhead as a result of a significant inventory
reduction during the quarter of about $3.7 million. Lower gross margins are also
in part due to a shift in product mix and lower margins at Econocruise.




                                       11
<PAGE>   12
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


RESULTS OF OPERATIONS (CONTINUED)

Selling, general and administrative expenses as a percentage of sales were 20.7%
and 21.0% for the three and nine months ended November 2, 1996, down from 22.2%
and 22.4%, respectively, for the same periods a year ago. The increase in
selling, general and administrative expense in terms of dollars from last year
was primarily the result of acquisitions. Also contributing were higher
performance based incentive compensation, advertising and increased product
development expenses, reflecting the Company's continued commitment to new
products and materials development. Partially offsetting these expenses were
fewer costs incurred related to bad debt expense and professional fees.

Other income and expense, net for the three months ended November 2, 1996
reflected a slight decrease in income from the Company's royalties over the same
period a year ago. For the nine months ended November 2, 1996, other income and
expense, net increased as a result of decreased other expense, which was
attributable to the elimination of higher income related to businesses
previously held for sale in the same period last year.

Interest expense for the three and nine months ended November 2, 1996 decreased
19% and 16%, respectively, from the same periods of the prior year. Although
there has been an increase in the amount of debt as a result of acquisitions of
the assets of Fluorglas and Econocruise, higher interest rate portions of
long-term debt have been paid off, resulting in lower expense.

Pretax results of operations for the three and nine months ended November 2,
1996 were up 38% and 37%, respectively, compared to the same periods last year.
The improvement generally reflected higher sales, continued productivity
improvements and lower operating expenses, which were somewhat offset by higher
manufacturing costs in Europe.

For the three months ended November 2, 1996, net of acquisitions and
divestitures, total sales were up 4% compared to the same period the prior year.
Similarly, European sales, after removing the effect of foreign currency
exchange rates, were up 6% compared to the same period the prior year. Gross
margins increased 0.1% to 27.1%, and operating expenses decreased 0.9% to 21.9%
of sales. Earnings before interest and taxes increased 23% for the three months
ended November 2, 1996 compared to the same period last year.

For the nine months ended November 2, 1996, net of acquisitions and
divestitures, total sales were up 3% while European sales, after removing the
effect of foreign currency




                                       12
<PAGE>   13
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


RESULTS OF OPERATIONS (CONTINUED)

exchange rates, were up 4% compared to the same period the prior year. Gross
profit margin decreased 0.1% to 27.7%, and operating expenses decreased 0.9% to
22.2% of sales. Earnings before interest and taxes increased 19% for the nine
months ended November 2, 1996 compared to the same period last year.

The Company's effective tax rate for the three and nine month periods ended
November 2, 1996 was 34.0% as compared with 14.8% and 28.5% respectively, in the
same periods in the prior year. The rates were lower in the prior year due to
adjustments made in the third quarter of that year which resulted from the
realization of certain reserves and tax credits due to the completion of IRS
audit cycles and closure of earlier fiscal years.

On November 13, 1996, the Company announced that it had entered into an
agreement to purchase Medex, Inc., a publicly held company, headquartered in
Hilliard, Ohio for approximately $160 million. Medex manufactures polymer-based
critical care products and infusion systems for medical and surgical
applications. With annual sales of approximately $100 million, Medex products
are sold in more than 50 countries to hospitals, alternate care facilities and
to original equipment manufacturers serving the health care industry worldwide.
Furon anticipates closing this transaction in the fourth quarter of fiscal 1997.

LIQUIDITY AND CAPITAL RESOURCES

The Company's financial condition remained strong at November 2, 1996. The ratio
of current assets to current liabilities was 2.6 to 1.0, up from 2.5 to 1.0 at
the beginning of the year. Net working capital increased $6.5 million from the
end of the prior year to a total of $66.9 million. The Company's debt to equity
ratio was 0.31 to 1.0 at November 2, 1996, a decrease from 0.38 to 1.0 at the
beginning of the year.

Cash provided by operations for the three and nine months ended November 2, 1996
was $9.2 million and $24.5 million, respectively, compared with $8.2 million and
$16.9 million, respectively, provided in the same periods of the prior year. Net
of the Econocruise acquisition, accounts receivable decreased $1.2 million,
inventories decreased $0.6 million, income taxes payable increased $1.5 million
and accounts payable and accrued liabilities decreased $4.2 million from the
prior year end.

Cash and cash equivalents increased from a cash overdraft position of ($1.1)
million at February 3, 1996, to a cash balance of $3.9 million at November 2,
1996. The increase in cash was due primarily to cash generated from operations
of $24.5 million. This increase was partially offset by cash used to fund
capital expenditures ($13.9 million), net long-term debt repayments ($5.3
million) and the acquisition of Econocruise ($3.3 million). Capital expenditures
were primarily for renovating existing facilities, leasehold



                                       13
<PAGE>   14
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

improvements, or replacement of existing equipment, in addition to 
implementation of the operating systems to support the Company's new structure.

The Company continues to believe that it generates sufficient cash flow from its
operations to finance near and long-term internal growth, capital expenditures
and the principal and interest payments on its loans payable to banks. The
Company will continue to evaluate its employment of capital resources including
asset management and other sources of financing. In order to provide funding for
the acquisition of Medex, the Company has secured new financing commitments.

ENVIRONMENTAL MATTERS

For information regarding environmental matters and other contingencies, see
note 7 to the Notes to Condensed Consolidated Financial Statements.

STATEMENT REGARDING FORWARD LOOKING DISCLOSURE

Except for the historical information contained in this report, certain matters
discussed herein, including (without limitation) the section entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" (Item 2) in Part I, are forward looking statements. These statements
involve risks and uncertainties, including (without limitation) the matters
identified in that section and the following: the effect of economic and market
conditions and raw material price increases; the impact of costs, insurance
recoveries and governmental, judicial and other third party interpretations and
determinations in connection with legal and environmental proceedings; and the
impact of current or pending legislation and regulation.




                                       14
<PAGE>   15
                               PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS.

          Not applicable.

ITEM 2.   CHANGES IN SECURITIES.

          Not applicable.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

          Not applicable.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

          Not applicable.

ITEM 5.   OTHER INFORMATION.

          Not applicable.




                                       15
<PAGE>   16
                         PART II - OTHER INFORMATION (CONTINUED)



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

<TABLE>
<CAPTION>
         (a)   Exhibits:                                       PAGE NUMBER
                                                               -----------
<S>                                                                <C>
         11       Statement re:  Computation of Net
                  Income Per Share                                 18

         27       Financial Data Schedule                          19
</TABLE>

         (b)   Reports on Form 8-K:

         There were no reports on Form 8-K for the three months ended November 
         2, 1996.




                                       16
<PAGE>   17
                               PART II (CONTINUED)



                                   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.



                                  FURON COMPANY
                         ------------------------------
                                   REGISTRANT



/S/ MONTY A. HOUDESHELL                     /S/ DAVID L. MASCARIN
-----------------------------------         -------------------------------
    Monty A. Houdeshell                         David L. Mascarin
    Vice President, Chief Financial             Controller
      Officer and Treasurer




December 13, 1996




                                       17