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 Fiscal Quarter Ended December 28, 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: 0-26620

                                   ACCOM, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                      94-3055907
   (State or other jurisdiction of                         (IRS Employer
   incorporation or organization)                     Identification Number)

                               1490 O'Brien Drive
                          Menlo Park, California 94025
                    (Address of principal executive offices)

               Registrant's telephone number, including area code:
                                 (415) 328-3818

         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 at least the past 90 days.

         Yes   X                                                     No
            -------                                                    --------
         As of February 7, 1997,  6,586,158  shares of the  Registrant's  common
stock, $0.001 par value, were outstanding.


<PAGE>

<TABLE>

                                   ACCOM, INC.

                FORM 10-Q For the Quarter Ended December 28,1996

                                      INDEX
<CAPTION>

                                                                                                             Page

<S>                                                                                                            <C>
             Facing sheet                                                                                      1

             Index                                                                                             2

Part I.      Financial Information

Item 1.      a)     Condensed consolidated balance sheets at December 28, 1996 and September 30, 1996          3

             b)     Condensed consolidated statements of operations for the three months ended
                    December 28, 1996 and December 30, 1995                                                    4


             c)     Condensed consolidated statements of cash flows for the three months ended December        5
                    28, 1996 and December 30, 1995

             d)     Notes to condensed consolidated financial statements                                       6

Item 2.      Management's Discussion and Analysis of Financial Condition and Results of Operations             7

Part II.     Other Information                                                                                12

             Signature                                                                                        13

             Exhibit 11.1                                                                                     14
                    Statement re computation of net loss per share

             Exhibit 27.1 Financial data Schedule                                                             15
</TABLE>



                                      -2-
<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements
<TABLE>

                                   ACCOM, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
<CAPTION>

                                                                                       December 28,    September 30,
                                                                                           1996             1996
                                                                                      --------------- -----------------
                                                                                         (Unaudited)      (Note)
<S>                                                                                      <C>            <C>      
Assets
Current assets
     Cash and cash equivalents                                                           $   3,897      $   4,221
     Accounts receivable, net                                                                3,840          4,714
     Inventories                                                                             2,193          5,447
     Deferred tax assets                                                                       695            695
     Prepaid expenses and other current assets                                                 384            377
                                                                                        ------------- --------------

Total current assets                                                                        11,009         15,454

Property and equipment, net                                                                    860          1,683
Other assets                                                                                   142            142
                                                                                        ------------- --------------
                                                                                           $12,011        $17,279
                                                                                        ============= ==============

Liabilities and Stockholders' Equity
Current Liabilities:
     Notes payable                                                                        $     58       $     58
     Accounts payable                                                                        1,128          2,242
     Accrued liabilities                                                                     1,852          1,455
     Deferred revenue                                                                          453            528
                                                                                        ------------- --------------
Total Current Liabilities                                                                    3,491          4,283

Note payable - noncurrent                                                                        9             24
Deferred tax liabilities                                                                        20             20

Commitments

Stockholders' Equity:
     Preferred stock, $0.001 par value; 2,000,000 shares authorized;                          --             --
         no shares issued and outstanding
     Common stock, $0.001 par value; 20,233,497 shares authorized;
         6,568,892 and 6,493,734 shares issued and outstanding on December 28,                   7              7
         1996 and December 30, 1995, respectively
     Additional paid-in capital                                                             21,353         21,317
     Retained earnings (accumulated deficit)                                               (12,869)        (8,372)
                                                                                        ------------- --------------
Total Stockholders' Equity                                                                   8,491         12,952
                                                                                        ------------- --------------

                                                                                           $12,011        $17,279
                                                                                        ============= ==============
<FN>

Note:  The balance sheet at September 30, 1996 has been derived from the audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.

            See notes to condensed consolidated financial statements.
</FN>
</TABLE>


                                      -3-
<PAGE>


<TABLE>
                                   ACCOM, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                    Unaudited
<CAPTION>
                                                                 Three months ended
                                                             December 28,      December 30,
                                                                1996               1995
                                                      ------------------ -----------------
<S>                                                              <C>             <C>   
Net sales                                                        $4,216          $5,543

Cost of sales                                                     4,676           2,611
                                                      ------------------ ----------------
Gross margin                                                       (460)          2,932

Operating expenses:
     Research and development                                       798             943
     Marketing and sales                                          2,266           1,542
     General and administrative                                     996             289
                                                      ------------------ ----------------

Total operating expenses                                          4,060           2,774
                                                      ------------------ ----------------

Operating income (loss)                                          (4,520)            158

Interest income                                                      36              76

Interest expense                                                     (2)             (3)

Other expense                                                       (11)            (13)
                                                      ------------------ ----------------
Income (loss) before income taxes                                (4,497)            218

Provision for income taxes                                        -----              77

                                                      ================== ================
Net income (loss)                                               $(4,497)           $141
                                                      ================== ================

Net income (loss) per share                                      $(0.69)          $0.02

Shares used in computation of net                                 6,561           6,903
income (loss) per share
<FN>
            See notes to condensed consolidated financial statements.
</FN>
</TABLE>


                                      -4-
<PAGE>

<TABLE>
                                   ACCOM, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                    Unaudited
<CAPTION>
                                                                                            Three months ended
                                                                                      December 28,          December 30,
                                                                                          1996                  1995
                                                                                    --------------          -----------
<S>                                                                                  <C>                      <C>       
Cash flows from operating activities:
Net income (loss)                                                                     $      (4,497)          $      141
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
         Depreciation and amortization                                                          222                  175
         Provision for aacounts receivable, inventory, fixed asset and                        3,995                -----
         other reserves
         Changes in operating assets and liabilities
                  Accounts receivable                                                           624                 (977)
                  Inventories                                                                   754                   53
                  Deferred tax assets, net                                                    -----                -----
                  Prepaid expenses and other current assets                                      (7)                  42
                  Accounts payable                                                           (1,114)                 271
                  Accrued compensation                                                           17                   55
                  Other accrued liabilities                                                     (84)                (709)
                  Income taxes payable                                                        -----                   77
                  Customer deposits                                                             (44)                 (17)
                  Deferred revenue                                                              (75)                  (5)
                                                                                   ----------------- --------------------
Net cash used in operating activities                                                          (209)                (894)
                                                                                   ----------------- --------------------

Cash flows from investing activities:
Expenditures for property and equipment                                                        (136)                (117)
Purchase of short-term investments                                                            -----              (23,256)
Sale of short-term investments                                                                -----               18,645
Increase (decrease) in other assets                                                           -----                  (88)
                                                                                   ----------------- --------------------
Net cash used in investing activities                                                          (136)              (4,816)
                                                                                   ----------------- --------------------

Cash flows from financing activities:
Repayments on notes payable                                                                     (15)                 (15)
Issuance of common stock                                                                         36                    7
Payment of accrued initial public offering costs                                              -----                 (821)
                                                                                   ----------------- --------------------
Net cash provided by (used in) financing activities                                              21                 (829)
                                                                                   ----------------- --------------------
Net decrease in cash and cash equivalents                                                      (324)              (6,539)
Cash and cash equivalents at beginning of period                                              4,221                8,768
                                                                                   ----------------- --------------------
Cash and cash equivalents at end of period                                                $   3,897          $     2,229
                                                                                   ================= ====================

Supplemental disclosure of cash flow information
Interest paid                                                                          $          2          $         3
                                                                                   ================= ====================

Income taxes paid                                                                      $      -----          $          1
                                                                                   ================= ====================

Supplemental disclosure of noncash investing and financing activities
Accrued acquisition costs                                                              $         43          $         41
                                                                                   ================= ====================
<FN>

                             See accompanying notes.
</FN>
</TABLE>



                                      -5-
<PAGE>



              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    Unaudited

Note 1.  Summary of Significant Accounting Policies

Basis of Preparation

         The condensed  consolidated  balance sheet as of December 28, 1996, and
the  condensed  consolidated  statements  of income and cash flows for the three
months ended  December 28, 1996 and December 30, 1995 have been  prepared by the
Company,  and  have  not  been  audited.  In  the  opinion  of  management,  all
adjustments  (consisting  of normal  accruals)  necessary to present  fairly the
financial position,  results of operations, and cash flows at December 28, 1996,
and for all periods  presented,  have been made.  The  financial  data should be
reviewed in conjunction with the audited financial  statements and notes thereto
included in the  Company's  Annual Report on Form 10-K for the fiscal year ended
September 30, 1996.  The results of operations  for the three month period ended
December 28, 1996 are not  necessarily  indicative of the operating  results for
the full 1997 fiscal year.

Note 2.  Short-Term Investments

         The Company  accounts for  short-term  investments  in accordance  with
Statement of Financial Accounting  Standards No. 115 (FAS 115),  "Accounting for
Certain Investments in Debt and Equity Securities."

         All  of  the  Company's   short-term   investments  are  designated  as
available-for-sale  and are carried at fair  value,  with  unrealized  gains and
losses reported as a separate component of stockholders' equity.  Realized gains
and  losses  and  declines  in  value  judged  to be  other  than  temporary  on
available-for-sale  securities  are  included in interest  income.  Interest and
dividends on all securities are included in interest income.




Note 3.  Inventories

         Inventories consist of the following (In thousands):

                                      December 28,        September 30,
                                          1996                 1996
                                  ----------------------------------------------
Purchased parts and materials          $   454               $ 1,105
Work-in-progress                           638                 1,842
Finished goods                             275                   440
Demonstration inventory                    826                 2,060
                                  ----------------------------------------------
                                       $ 2,193               $ 5,447



                                      -6-
<PAGE>


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

         The  following  discussion  should  be read  in  conjunction  with  the
unaudited  consolidated  financial statements and notes thereto included in Part
I--Item 1 of this Quarterly Report.  In addition,  in order to take advantage of
the "safe harbor" provisions of the Private Securities  Litigation Reform Act of
1995,  the Company hereby  notifies  readers that the factors set forth below in
"Additional  Factors That May Affect Future  Results," and the factors set forth
under a similar heading in the Company's  report on Form 10K for the fiscal year
ended September 30, 1996, as well as other factors,  could in the future affect,
and in the past have affected,  the Company's actual results and could cause the
Company's  results for future quarters to differ materially from those expressed
in any forward looking statements made by or on behalf of the Company, including
those made in the following  discussion.

Overview

         Accom designs, manufactures, markets and supports digital video systems
for the high-end production,  post-production and broadcast markets. The Company
was  incorporated  in December  1987 and began  shipments of its digital  signal
processing  products in fiscal 1988. In November  1991,  the Company merged with
Axial Systems  Corporation  ("Axial"),  a developer of digital  on-line  editing
systems.  The first  shipments of the  Company's  Axial(R)  2020 Visual  On-Line
Editing  System  ("Axial  2020") and RTD 4224 digital  video disk  recorder (the
"RTD")   occurred  in  fiscal  1992.  The  first   shipments  of  the  Company's
Brontostore(TM)  news  graphics  and clip  server  (the  "Brontostore",  renamed
"Axess" in April 1996) and the Company's  lower cost Axial 2010 On-Line  Editing
System ("Axial 2010") and WSD(R) Work Station Disk Recorder (the "WSD") occurred
in fiscal 1994. In January 1995,  the Company began  shipping the WSD(R)/XL Work
Station Disk Recorder ("WSD/XL") and in June 1996 began shipping the WSD(R)/XLS.
In September  1996 the Company began shipping the  WSD(R)/Xtreme,  a replacement
for the  WSD(R)/XLS  which has  eight  minutes  of  uncompressed  digital  video
storage.

         In September  1995,  the Company  increased its  ownership  interest in
ELSET Electronic-Set GmbH, a German limited liability company ("ELSET GmbH"), to
100% for  approximately  $7.6  million  in cash,  funded  with a portion  of the
proceeds of the Company's initial public offering (the "ELSET Acquisition").  At
the April 1995 National  Association of  Broadcasters  ("NAB")  convention,  the
Company  introduced a prototype of the ELSET(TM)  virtual set system (the "ELSET
Virtual  Set"),  which operates on a Silicon  Graphics,  Inc.  ("SGI")  Onyx(TM)
Reality Engine2 or OnyxTM Infinite Reality workstation (an "Onyx").  The Company
shipped its first ELSET  Virtual Set in the second  quarter of fiscal 1996.  See
"Additional Factors That May Affect Future Results" below.

         The Company's gross margin has historically  fluctuated from quarter to
quarter and  declined on an annual  basis.  As the Company  begins to resell the
Onyx as part of the ELSET Virtual Set, gross margins may decline. In the future,
gross margins will be dependent on the mix of higher and  lower-priced  products
and the  percentage  of sales  made  through  direct and  indirect  distribution
channels.

         The Company's  revenues are currently  derived  primarily  from product
sales.  The Company  generally  recognizes  revenue  upon product  shipment.  If
significant  obligations exist at the time of shipment,  revenue  recognition is
deferred until  obligations  are met.  Beginning in the second quarter of fiscal
1996 the Company's  revenues included revenues from licensing of ELSET software.
In connection  with sales of the ELSET  Virtual Set,  revenues in the future may
also include  revenues from the resale of the Onyx and revenues from maintenance
and other services.

                                      -7-
<PAGE>

         The Company  recorded  charges  during the first quarter of fiscal 1997
totaling  $4 million  related to actions  intended to improve  future  operating
performance and for valuation  reserves taken against  inventories,  receivables
and fixed assets.


         Software development costs are recorded in accordance with Statement of
Financial  Accounting Standards No. 86. To date, the Company has expensed all of
its software development costs.

Results of Operations

Quarters ended December 28, 1996  and December 30, 1995

     Net Sales.  The Company's  net sales  decreased by 23.9% to $4.2 million in
the first  quarter  of fiscal  1997 from $5.5  million  in the first  quarter of
fiscal 1996.  The decrease in fiscal 1997 was due to decreased  shipments of the
WSD,  RTD,  Axial 2010,  and signal  processing  products.  International  sales
represented  approximately  45.8% of the Company's sales in the first quarter of
both fiscal 1997 and 1996.

     Cost of Sales.  Gross margin was (10.9)% and 52.9% in the first  quarter of
fiscal 1997 and 1996, respectively. During January of 1997, management developed
plans with respect to future  development,  support and  introduction of certain
products. As a result of these plans, reserves have been provided for inventory,
accounts  receivable  and property  and  equipment.  As part of these  reserves,
inventory  reserves  totaling $2.5 million are included in cost of sales for the
first quarter of fiscal 1997. Without this charge,  gross margin would have been
48.4% for the quarter and is reduced from prior quarters due to lower margins on
the WSD, increased impact of manufacturing  overhead, and increased warranty and
scrap expenses.

     Research and Development. Research and development expenses decreased 15.4%
to  $798,000  in the first  quarter of fiscal  1997 from  $943,000  in the first
quarter of fiscal  1996.  The  decrease in fiscal 1997 was due to  decreases  in
salary expenses, resulting from decreased numbers of staff engineers, consulting
fees,  and patent  legal  expenses,  partially  offset by an  increase  in ELSET
development  expenses.  Research and development expenses as a percentage of net
sales  were  18.9%  and  17.0% in the first  quarter  of  fiscal  1997 and 1996,
respectively.

     Marketing  and Sales.  Marketing and sales  expenses  increased by 46.9% to
$2.3 million in the first  quarter of fiscal 1997 from $1.5 million in the first
quarter of fiscal 1996. As a result of  management's  decisions  noted above,  a
charge of  $845,000  was  incurred in the first  quarter of fiscal 1997  related
primarily to reserves against certain marketing and sales fixed assets.  Without
this charge,  marketing and sales  expenses would have decreased by 7.9% to $1.4
million.  This  decrease in fiscal 1997 was  primarily due to decreases in trade
show expenses,  ELSET marketing expenses,  demonstration  equipment  maintenance
costs,  and salary  expenses  related  to sales and  marketing  personnel.  This
decrease was partially offset by an increase in commission  expenses.  Marketing
and sales  expenses as a percentage  of net sales were 53.7% (33.7%  without the
charge) and 27.8% in the first quarter of fiscal 1997 and 1996, respectively.

     General and Administrative.  General and administrative  expenses increased
by 245.2% to $996,000 in the first  quarter of fiscal 1997 from  $289,000 in the
first  quarter of fiscal  1996. A $650,000  charge  primarily  for  streamlining
operations,  to reduce  overhead  and  other  costs as well as to  increase  the
reserve for bad debt, was recorded in the first quarter of fiscal 1997.  Without
this charge,  general and administrative  expenses would have increased by 19.9%
to $346,000.  This  increase in fiscal 1997 was  primarily due to an increase in
expenses related to accounting services.  General and administrative expenses as
a percentage  of net sales were 23.6% (8.2%  without the charge) and 5.2% in the
first quarter of fiscal 1997 and 1996, respectively.

                                      -8-
<PAGE>

     Interest  Income,  Interest  Expense and Other  (Expense).  Interest income
decreased  to $36,000 in the first  quarter of fiscal  1997 from  $76,000 in the
first  quarter of fiscal  1996.  The decrease was  primarily  attributable  to a
decrease in cash and cash  equivalents.  Both interest expense and other expense
were essentially unchanged from fiscal 1997 to fiscal 1996.

     Provision  for Income Taxes.  In  accordance  with FAS 109, the Company has
recognized no tax benefit from its loss for the period ended  December 28, 1996.
The Company  believes its existing  deferred  tax asset is  realizable  based on
recoverability of taxes previously paid.

Liquidity and Capital Resources

     As of December  28,  1996,  the  Company had $3.9  million of cash and cash
equivalents.

     Operating  activities  used  $209,000 and $894,000 in the first  quarter of
fiscal 1997 and fiscal 1996, respectively. Net cash used in the first quarter of
fiscal 1997 was due primarily to the net loss and a decrease in accounts payable
partially  offset by  decreases  in accounts  receivable  and  inventory  and by
depreciation.

    The Company has a revolving  line of credit with  Comerica  Bank that allows
for  borrowings  of up to  $4.0  million,  subject  to  the  level  of  accounts
receivable.  As of December 28, 1996, the Company had no borrowings outstanding.
Indebtedness  under the line of credit accrues  interest at Comerica's base rate
and is secured by substantially all of the Company's assets.  The line of credit
may be  terminated by either party upon 30 days'  notice.  Borrowings  under the
line of credit are subject to certain  financial  covenants.  The Company is not
currently in compliance with these covenants and is in discussions with Comerica
to review the terms of the facility.

     The Company believes that its existing cash and cash  equivalents,  will be
sufficient to meet its cash  requirements  for at least the next twelve  months.
Although operating activities may provide cash in certain periods, to the extent
the Company grows in the future, its operating and investing  activities may use
cash and, consequently, such growth may require the Company to obtain additional
sources of financing.  There can be no assurance  that any  necessary  financing
will be available to the Company on  commercially  reasonable  terms, or at all.

Additional  Factors That May Affect Future  Results

     The company  desires to take  advantage of the "safe harbor"  provisions of
the Private Securities Litigation Reform Act of 1995. Specifically,  the Company
wishes to alert readers that the following  important factors,  as well as other
factors,  could  in the  future  affect,  and in the  past  have  affected,  the
Company's  actual  results  and could  cause the  Company's  results  for future
quarters  to differ  materially  from those  expressed  in any  forward  looking
statements  made by or on behalf of the Company.  In addition the Company wishes
to  direct  readers  to the more  comprehensive  discussion  of these  and other
factors that may affect future results  contained  under the same heading in its
filing on Form 10K for the period ending September 30,1996.

Uncertainty  as to Development  and Market  Acceptance of ELSET Virtual Set. The
Company's ability to achieve revenue growth and profitability in fiscal 1997 and
subsequent years is presently  expected to be dependent to a significant  degree
upon the successful  development and market acceptance of its ELSET Virtual Set,
the first  commercial  shipments  of which  were made in March  1996.  The ELSET
Virtual  Set is still  being  further  developed  with  respect to  certain  key
features,  including a user interface, the movement of cameras in the set, actor
interaction with three-dimensional virtual objects and porting the software to

                                      -9-
<PAGE>

new hardware platforms.  There can be no assurance that the Company will be able
to successfully complete these developments of the ELSET Virtual Set in a timely
manner.  The  failure to  complete  the  development  of the ELSET  Virtual  Set
successfully  and in a timely manner would have a material adverse impact on the
Company's business,  financial condition and results of operations. In addition,
the ELSET Virtual Set represents a new approach to studio set creation,  and its
commercial  success  will  depend  on the  rate at  which  potential  end  users
transition from the use of traditional physical sets to virtual sets and whether
this  transition  occurs at all. A potential end user's  decision to purchase an
ELSET Virtual Set will depend on many factors that are difficult to predict. For
example,  the  ELSET  Virtual  Set  is  based  to a  significant  extent  on new
technology,  including continuing enhancements to the Onyx. Therefore, potential
end users such as  broadcasters  may be reluctant to purchase the ELSET  Virtual
Set, especially for  mission-critical  functions,  until the ELSET Virtual Set's
reliability in real time use has been demonstrated. In addition, a potential end
user's decision to purchase the ELSET Virtual Set may be subject to SGI's timing
of shipments of the Onyx and SGI's announcement of enhancements to the Onyx. The
current U.S.  list price for the ELSET Virtual Set,  including the Onyx,  ranges
from  approximately  $650,000  to over $1.2  million,  depending  on the desired
functionality.  Potential  end users may  therefore  be  unwilling  to incur the
significant  cost of  converting  from  physical  sets to the ELSET Virtual Set.
Although the Company currently anticipates that broadcasters and post-production
facilities will be the primary end users of virtual set systems, the Company has
not conducted any formal  market  surveys to determine the potential  market for
and  acceptance of the ELSET Virtual Set. The Company  expects that sales of the
ELSET Virtual Set will entail a longer sales cycle than with the Company's other
products.  Although the Company made its first commercial shipments of the ELSET
Virtual Set in March 1996,  there can be no assurance that a significant  market
for  virtual  set  systems  will  develop  or that the  Company  will be able to
successfully  market the ELSET Virtual Set over time. If this market development
does not occur or occurs over an extended  period,  or if the ELSET  Virtual Set
does not achieve market  acceptance,  or the Company is forced to reduce certain
or all  marketing  or  development  activities  related  to  virtual  sets,  the
Company's  business,  financial  condition  and  results of  operations  will be
materially  and adversely  affected.  In addition,  the Company will continue to
evaluate the potential market for virtual set systems,  and, as it has done over
the past year for all of its  products,  will consider a wide variety of options
for future development and marketing of the ELSET Virtual Set. Any decision that
significantly  increases,  reduces,  or eliminates  the marketing or development
activities  related to the ELSET  Virtual Set could have a material  and adverse
effect on the Company's business, financial condition or results of operations.

Potential  Fluctuations in Operating Results. The Company incurred a net loss of
approximately  $916,00 in fiscal 1996.  The Company also  incurred a net loss of
$10.8 million in fiscal 1995, primarily as a result of a charge of approximately
$10.8 million for acquired  in-process  technology.  The Company also incurred a
loss of $4.5 million in the first quarter of fiscal 1997, which included charges
of $4 million for valuation reserves and streamlining expenses.  There can be no
assurance  that the Company will be profitable on a quarterly or annual basis in
the  future.  The  Company's  quarterly  operating  results  have  in  the  past
fluctuated  and may  fluctuate  significantly  in the future  depending  on such
factors  as  the  timing  and  shipment  of  significant   orders,  new  product
introductions   and  changes  in  pricing   policies  by  the  Company  and  its
competitors,  product  and  operational  restructuring,  the  timing  and market
acceptance of the Company's new products and product enhancements,  particularly
the ELSET  Virtual Set,  the  Company's  product  mix,  the mix of  distribution
channels  through  which  the  Company's  products  are sold  and the  Company's
inability to obtain sufficient supplies of sole or limited source components for
its products. In response to competitive pressures or new product introductions,
the  Company  may  make  certain  pricing  changes  or  other  actions,  such as
restructuring  the product lines, that could materially and adversely affect the
Company's  operating  results.  In addition,  new product  introductions  by the
Company  could  contribute  to quarterly  fluctuations  in operating  results as
orders for new products commence and orders for existing  products decline.  The
Company  believes  that its net sales  generally  will  decrease  in the  second
quarter of each fiscal year as compared to the prior quarter (as occurred in the
second   quarter  of  fiscal  1996)  due  to  decreased   expenditures   in  the
post-production market during that period and delayed customer purchasing

                                      -10-
<PAGE>

decisions in anticipation of new product introductions by the Company and others
at the annual NAB convention. The Company currently anticipates that a number of
factors will cause its gross  margins to decline in future  periods from current
levels.  The  Company  believes  that the market for on-line  video  editors and
digital video disk  recorders will continue to mature and,  therefore,  that the
gross margins the Company  derives from sales of these  products will decline in
future  periods.  The  Company  intends to  increase  its sales of  lower-margin
on-line video editor and digital  video disk recorder  products in the future as
it  pursues  the  strategy  of  broadening  its   lower-priced   product  lines.
Furthermore,  as the Company  expands its  indirect  sales  channels,  its gross
margins will be negatively  impacted because of discounts  associated with sales
through these channels.  In addition,  the Company  currently  anticipates  that
revenues  from  sales of the  ELSET  Virtual  Set  will  positively  impact  the
Company's  net  sales  but  negatively   impact  its  gross  margins  because  a
significant  portion of ELSET Virtual Set sales are expected to be the resale of
the Onyx,  which  generates  lower  gross  margins  than sales of the  Company's
products.  The Company's  expense levels are based, in part, on its expectations
of future  revenues.  In  particular,  the  Company  currently  expects to incur
significant  expenses in connection  with the  development  and marketing of the
ELSET  Virtual Set. The Company may  therefore be required to incur  significant
expenses to support  continuing  development  and marketing of the ELSET Virtual
Set. Many of the Company's  expenses are relatively  fixed and cannot be changed
in short periods of time. Because a substantial portion of the Company's revenue
in each quarter  frequently  results from orders booked and shipped in the final
month of that quarter,  revenue  levels are extremely  difficult to predict.  If
revenue  levels are below  expectations,  net income will be  disproportionately
affected because only a small portion of the Company's  expenses varies with its
revenue during any particular quarter.  In addition,  the Company typically does
not  have  material  backlog  as of any  particular  date.  As a  result  of the
foregoing factors and potential  fluctuations in operating results,  the Company
believes that its results of operations in any particular  quarter should not be
relied upon as an indicator of future performance.  In addition,  in some future
quarter the Company's  operating results may be below the expectations of public
market analysts and investors.  In such event, the price of the Company's Common
Stock would likely be materially and adversely affected.

     Possible  Volatility  of Stock  Price.  The  Company's  stock  price may be
subject to  significant  volatility,  particularly  on a  quarterly  basis.  Any
shortfall in revenue or earnings from levels expected by securities  analysts or
others could have an immediate  and  significant  adverse  effect on the trading
price of the  Company's  common  stock in any given  period.  Additionally,  the
Company may not learn of, or be able to confirm,  revenue or earnings shortfalls
until late in the fiscal  quarter or  following  the end of the  quarter,  which
could result in an even more  immediate and adverse effect on the trading of the
Company's common stock.  Finally,  the Company  participates in a highly dynamic
industry,  which may result in  significant  volatility of the Company's  common
stock price.

                                      -11-
<PAGE>


PART II. OTHER INFORMATION
Item 1. Legal Proceedings

        None.

Item 2. Changes in Securities

        None.

Item 3. Defaults Upon Senior Securities

        None.

Item 4. Submission of Matters to a Vote of Security Holders

        None.

Item 5. Other Information

        None.

Item 6. Exhibits and Reports on Form 8-K

        (a) Exhibits.

11.1 Computation of net loss per share.

27.1 Financial Data Schedule

                               (b) Reports on Form 8-K.

                                   None.


                                      -12-
<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.

                                   ACCOM, INC.



                            By: /s/ ROBERT L. WILSON
                               ---------------------------
                                Robert L. Wilson
                    Executive Vice President, Chief Operating
                                  Officer and
                             Chief Financial Officer
        (Duly Authorized and Principal Financial and Accounting Officer)


                            Date: February 10, 1997


                                      -13-