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

   
                                   FORM 10-K/A
                                AMENDMENT NO. 1
    

[X]      Annual  report  pursuant  to  Section  13 or  15(d)  of the  Securities
         Exchange Act of 1934 for the fiscal year ended September 28, 1996 or

[ ]      Transition  report  pursuant  to Section 13 or 15(d) of the  Securities
         Exchange Act of 1934

                         Commission file number 0-17885
                             BEI ELECTRONICS, INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                        71-0455756
-------------------------------                        -----------------
(State or other jurisdiction of                        (I.R.S. Employer 
 incorporation or organization)                        Identification No.)

                           One Post Street, Suite 2500
                         San Francisco, California 94104
               --------------------------------------------------
               (Address of principal executive offices) (Zip code)

                                 (415) 956-4477
               --------------------------------------------------
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None
                                      ----
           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $.001 par value
                          -----------------------------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes  X   No
                                      -----    ----

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge, in proxy or information statements incorporated
by reference  in Part III of this Form 10-K or any  amendment to this Form 10-K.
[    ]

The   approximate   aggregate   market   value  of  the  voting  stock  held  by
non-affiliates of the Registrant as of November 29, 1996 was $59,704,975 (A). As
of November 29, 1996, 6,985,629  shares of Registrant's Common Stock,  excluding
stock held in Treasury, were outstanding.

(A) Based upon the closing  sale price of the Common  Stock on November 29, 1996
as reported on the NASDAQ National Market System.  Excludes  1,557,904 shares of
Common  Stock held by  directors,  executive  officers  and  stockholders  whose
ownership  exceeds ten percent of Common Stock outstanding on November 29, 1996.
Exclusion of shares held by any person  should not be construed to indicate that
such person  possesses  the power,  direct or  indirect,  to direct or cause the
direction of the  management or policies of  Registrant,  or that such person is
controlled by or under common control with Registrant.

DOCUMENTS INCORPORATED BY REFERENCE

   
Registrant's  Proxy  Statement  with  respect  to its  1997  Annual  Meeting  of
Stockholders  to be  filed  with  the  Securities  and  Exchange  Commission  is
incorporated by reference into Part III, Item 10 of this Report.
    

<PAGE>

   
                                    ITEM III

PART 10. EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY
    

The  executive  officers  and  directors  of the  Company  and their  ages as of
December 1, 1996 are as follows:
   

Name                               Age   Position
-----------------------------------------------------------------------------
Charles Crocker                    57    President, Chief Executive Officer & 
                                         Chairman of the Board of Directors
Gary D. Wrench                     63    Senior Vice President, Chief 
                                         Financial Officer & Director
Dr. Asad M. Madni                  49    President, BEI Sensors & Systems 
                                         Company, Inc.
Dr. Lawrence A. Wan                58    Vice President of Corporate Technology
Robert R. Corr                     50    Secretary, Treasurer & Controller
Richard M. Brooks (1) (2)          68    Director
George S. Brown (2)                75    Director
C. Joseph Giroir, Jr. (1) (2)      57    Director
William G. Howard, Jr. (1)         55    Director
Peter G. Paraskos (1)              68    Director
-----------------------------------------------------------------------------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
    

Mr.  Crocker,  a founder of the Company,  has served as Chairman of the Board of
Directors of the Company since October 1974. Mr.  Crocker  assumed the positions
of President and Chief Executive Officer,  effective October 1, 1995,  following
the  retirement  of Mr.  Paraskos.  Mr.  Crocker  served as President of Crocker
Capital  Corporation (a Small Business Investment  Company),  from 1970 to 1985,
and as General  Partner  of Crocker  Associates,  a venture  capital  investment
partnership,  from 1970 to 1990. He currently  serves as a director of Fiduciary
Trust Company International,  Superconductor Technologies,  Inc., Pope & Talbot,
Inc. and  KeraVision.  Mr. Crocker holds a B.S. from Stanford  University and an
M.B.A. from the University of California, Berkeley.

   
Mr. Wrench has served as Senior Vice  President and Chief  Financial  Officer of
the  Company  since July 1993 and as a Director of the  Company  since  February
1986.  From April 1985 to July 1993, he served as Vice  President of the Company
and President and Chief Executive Officer of BEI Motion Systems Company,  then a
wholly  owned  subsidiary  of the  Company  that is now a part of BEI  Sensors &
Systems  Company.  Other  experience  includes twenty years with Hughes Aircraft
Company  including an  assignment  as President  of  Spectrolab,  Inc., a Hughes
subsidiary.  Mr. Wrench holds a B.A. from Pomona College and an M.B.A.  from the
University of California, Los Angeles.

Dr.  Madni was  appointed  President of BEI Sensors & Systems  Company,  Inc. in
October,  1993,  which was formed by the  consolidation  of BEI  Motion  Systems
Company and the BEI Sensors and Controls  Group of which Dr. Madni was President
since  October,  1992.  Prior to  joining  BEI in 1992,  he  served  in  various
executive and technical  management  positions with Systron  Donner  Corporation
since 1975. He was most recently  Chairman,  President and CEO of Systron Donner
Corporation,  a subsidiary of Thorn/EMI.  Dr. Madni's degrees include a Bachelor
of  Science  and  Master  of  Science  in  Engineering  from the  University  of
California,  Los  Angeles  and a Ph.D.  in  Engineering  from  California  Coast
University.
    

Dr. Wan was appointed Vice  President,  Corporate  Technology for the Company in
April 1991. From 1984 until 1990, Dr. Wan served as Vice President,  Engineering
for Systron Donner Corporation. Between 1979 and 1984, he held various technical
and general management  positions with Systron Donner Corporation.  From 1968 to
1979,  he served  as Chief  Executive  Officer  for  Sycom,  Inc.  a  commercial
electronics  company  which he founded.  From 1964 to 1968, he worked for Hughes
Aircraft Company, where he headed the Radar Systems Section of the Hughes Ground
Systems  Group.  In  1962,  Dr.  Wan and two  other  professors  established  an
Engineering  School at University of California,  Santa  Barbara,  where he also
taught Engineering. Dr. Wan has a B.S., M.S. and Ph.D in Engineering and Applied
Sciences from Yale University.

                                                                              14

<PAGE>

Mr. Corr was named  Secretary of the Company in February  1995 and has served as
Controller  since November 1989 and Treasurer  since November 1987. From 1978 to
1987, he was employed by AMPEX  Corporation,  an electronics  and magnetic media
company,  in various financial  positions.  From 1975 to 1978, he was an Auditor
for Arthur Andersen & Co. Mr. Corr received a B.B.A.  from Loyola University and
is a Certified Public Accountant in the State of California.

Mr.  Brooks  has been a director  of the  Company  since  November  1987.  He is
currently an independent financial  consultant.  From 1987 to 1990, he served as
President of SFA Management  Corporation,  the managing  general  partner of St.
Francis Associates, an investment partnership. He currently serves as a director
of Longs Drug  Store  Corporation,  Granite  Construction  Incorporated  and the
Western Farm Credit Bank, a private  company.  Mr. Brooks holds a B.S. from Yale
University and an M.B.A. from the University of California, Berkeley.

Mr.  Brown,  a founder of the  Company,  has served as a director of the Company
since October 1974. Mr. Brown served as President and Chief Executive Officer of
the Company from October 1974, until his retirement from that position in July
1990, when he became a consultant to the Company. Prior to founding the Company,
Mr. Brown served from 1971 until 1974 as Executive  Vice  President  and General
Manager of Baldwin  Electronics,  Inc., a subsidiary of D.H. Baldwin Company and
the predecessor of the Company.  Mr. Brown holds a B.S.E.E.  from the University
of Oklahoma.

Mr.  Giroir has served as a director of the Company since 1978. He served as the
Secretary  of the Company  from 1974 to early 1995.  He is currently a member of
the law firm of Giroir & Gregory, a Professional Association. From 1965 to 1988,
Mr. Giroir was a member of Rose Law Firm, a Professional  Association.  Both law
firms have  rendered  services to the  Company.  Mr.  Giroir holds a B.A. and an
L.L.B. from the University of Arkansas and an L.L.M. from Georgetown University.

Dr.  Howard  has been a director  of the  Company  since  December  1992.  He is
currently  an   independent   consulting   engineer  in   microelectronics   and
technology-based  business  planning.  From 1987 to 1990,  Dr.  Howard served as
Senior Fellow of the National  Academy of  Engineering  and, prior to that time,
held various  technical and  management  positions  with  Motorola,  Inc.,  most
recently as Senior Vice President and Director of Research and Development.  Dr.
Howard  holds a  B.E.E.  and an M.S.  from  Cornell  University  and a Ph.D.  in
electrical  engineering and computer sciences from the University of California,
Berkeley.  He is a member of the National Academy of Engineering and a fellow of
the  Institute  of  Electrical  and  Electronics  Engineers  and of the American
Association for the Advancement of Science.

Mr.  Paraskos  retired as President and Chief  Executive  Officer of the Company
effective  October 1, 1995. He remains a Director of the Company and also serves
on the Board of Directors  of the  Company's  Defense  Systems  subsidiary.  Mr.
Paraskos  served as  President,  Chief  Executive  Officer and a Director of the
Company from July 1990. Mr. Paraskos joined BEI in connection with the Company's
acquisition  from Thorn EMI of  substantially  all the assets of four of the six
divisions of the Systron Donner  Corporation.  From 1986 to 1990,  Mr.  Paraskos
served  as  President  and  Chief  Executive   Officer  of  the  Systron  Donner
Corporation,  a manufacturer  of avionics and aerospace  sensors and subsystems,
and served in positions as Executive Vice President and Chief Operating  Officer
and in general  management  from 1983 to 1986. Mr. Paraskos holds two degrees in
Engineering  from Columbia  University  and has served in the Marine Corps as an
infantry  officer,  fighter pilot and test pilot. He is a member of the Board of
Nominations  of the  Aviation  Hall of Fame and a life  member of the Society of
Experimental Test Pilots.

The Company has a classified  Board of  Directors,  which may have the effect of
deterring  hostile takeovers or delaying changes in control or management of the
Company. For purposes of determining their term of office, directors are divided
into three classes,  with the term of office of the first class to expire at the
1997 annual meeting of stockholders,  and the term of office of the second class
to expire at the 1998 annual meeting of  stockholders  and the term of office of
the third class to expire at the 1999 annual  meeting of  stockholders.  Class I
consists of Mr. Brooks, Mr. Howard,  and Mr. Paraskos;  Class II consists of Mr.
Crocker and Mr.  Brown;  and Class III  consists of Mr.  Giroir and Mr.  Wrench.
Directors  elected to succeed those directors whose term expires will be elected
for a three year term of office. All directors hold office until the next annual
meeting of stockholders, at which their term expires, and until their successors
have been duly elected and qualified. Executive officers serve at the discretion
of the Board.  There are no family  relationships  among any of the officers and
directors.

                                                                              15

<PAGE>

<TABLE>

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

<CAPTION>


Signature                                       Title                                      Date
---------                                       -----                                      -----

<S>                                             <C>                                        <C>    

/S/ Robert R. Corr                              Secretary, Treasurer, Controller           January 24, 1997
--------------------------------------          and Principal Accounting Officer
(Robert R. Corr)                                

</TABLE>

                                                                              49