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                                  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 quarterly period ended September 30, 2005


                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                         Commission File Number 0-26634

                               LECROY CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                 DELAWARE                                 13-2507777
         (State or Incorporation)          (I.R.S. Employer Identification No.)

         700 CHESTNUT RIDGE ROAD
         CHESTNUT RIDGE, NEW YORK                           10977
 (Address of Principal Executive Office)                  (Zip Code)

                                 (845) 425-2000
              (Registrant's Telephone Number, Including Area Code)

Indicate by check mark ("X") 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 twelve 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 ("X") whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                                 YES |X| NO | |

Indicate by check mark ("X") whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).

                                 YES | | NO |X|

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

               CLASS                           OUTSTANDING AT OCTOBER 25, 2005
----------------------------------             -------------------------------
Common stock, par value $.01 share                      12,648,956

                                       1
<PAGE>

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                               LECROY CORPORATION
                                    FORM 10-Q
<TABLE>
<CAPTION>

                                      INDEX

                                                                                                    AGE NO.
PART I           FINANCIAL INFORMATION                                                              -------

<S>                                                                                                  <C>
 Item 1.         Financial Statements:
                 Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2005
                    and June 30, 2005...............................................................   3
                 Condensed Consolidated Statements of Operations (Unaudited) for the
                    Three Months ended September 30, 2005 and 2004..................................   4
                 Condensed Consolidated Statements of Cash Flows (Unaudited) for the
                    Three Months ended September 30, 2005 and 2004..................................   5
                 Notes to Condensed Consolidated Financial Statements (Unaudited) ..................   6
 Item 2.         Management's Discussion and Analysis of Financial Condition and
                    Results of Operations...........................................................  26
 Item 3.         Quantitative and Qualitative Disclosures About Market Risk.........................  32
 Item 4.         Controls and Procedures............................................................  34

PART II          OTHER INFORMATION

 Item 1.         Legal Proceedings..................................................................  35
 Item 6.         Exhibits...........................................................................  36

Signature          .................................................................................  39

</TABLE>

         LeCroy(R), Wavelink(TM), WaveMaster(R), WavePro(R), WaveRunner(R),
WaveSurfer(TM), MAUI(TM) and CATC(TM) are our trademarks. All other trademarks,
servicemarks or tradenames referred to in this Form 10-Q are the property of
their respective owners.



<PAGE>



PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                               LECROY CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                                                                                           SEPTEMBER 30,     JUNE 30,
IN THOUSANDS, EXCEPT PAR VALUE AND SHARE DATA                                                  2005           2005
-------------------------------------------------------------------------------------      -------------  -------------
ASSETS

<S>                                                                                        <C>          <C>
Current assets:
    Cash and cash equivalents........................................................      $    11,203  $    13,866
    Accounts receivable, net.........................................................           29,445       28,275
    Inventories, net.................................................................           29,288       27,661
    Other current assets.............................................................           13,439       12,681
                                                                                           -----------  -----------
      Total current assets...........................................................           83,375       82,483

Property and equipment, net..........................................................           18,646       19,078
Goodwill.............................................................................           78,848       78,848
Other non-current assets.............................................................           11,250       12,759
                                                                                           -----------  -----------
TOTAL ASSETS.........................................................................      $   192,119  $   193,168
                                                                                           ===========  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable.................................................................      $    13,223  $    14,806
    Current portion of long-term debt and capital leases.............................            8,945        8,656
    Accrued expenses and other current liabilities...................................           13,682       14,642
                                                                                           -----------  -----------
      Total current liabilities......................................................           35,850       38,104

Long-term debt.......................................................................           34,407       36,833
Deferred revenue and other non-current liabilities...................................            1,458        1,413
                                                                                           -----------  -----------
      Total liabilities..............................................................           71,715       76,350

Commitments and contingencies........................................................
Stockholders' equity:
  Preferred stock, $.01 par value (authorized 5,000,000 shares of preferred stock;
    none issued and outstanding as of September 30, 2005 and June 30, 2005)..........               --           --
  Common stock, $.01 par value (authorized 45,000,000 shares; 12,648,956 and
    12,634,233 shares issued and outstanding as of September 30, 2005 and June 30,
    2005, respectively)..............................................................              127          127
  Additional paid-in capital.........................................................          106,080      113,229
  Warrants to purchase common stock..................................................            2,165        2,165
  Accumulated other comprehensive income.............................................              679          779
  Deferred stock compensation........................................................               --       (8,602)
  Retained earnings..................................................................           11,353        9,120
                                                                                           -----------  -----------
Total stockholders' equity...........................................................          120,404      116,818
                                                                                           -----------  -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY...........................................      $   192,119  $   193,168
                                                                                           ===========  ===========

</TABLE>

              The accompanying notes are an integral part of these
                  Condensed Consolidated Financial Statements.

                                        3

<PAGE>

<TABLE>
<CAPTION>


                               LECROY CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                                    THREE MONTHS ENDED
                                                                       SEPTEMBER 30,
IN THOUSANDS, EXCEPT PER SHARE DATA                                2005           2004
-----------------------------------------------------------     ----------     ----------
                                                                (13 WEEKS)      (14 WEEKS)
<S>                                                             <C>             <C>
Revenues:
  Test and measurement products............................     $  39,124       $  33,305
  Service and other........................................         1,934           2,200
                                                                ---------       ---------
    Total revenues.........................................        41,058          35,505

Cost of revenues...........................................        16,065          14,773
                                                                ---------       ---------

    Gross profit...........................................        24,993          20,732

Operating expenses:
  Selling, general and administrative......................        13,243          12,310
  Research and development.................................         7,424           4,736
                                                                ---------       ---------

    Total operating expenses...............................        20,667          17,046

Operating income...........................................         4,326           3,686

Other (expense) income:
  Interest income..........................................           332             188
  Interest expense.........................................          (916)           (158)
  Other, net...............................................          (125)            (62)
                                                                ---------       ---------
     Other expense, net....................................          (709)            (32)

Income before income taxes.................................         3,617           3,654
  Provision for income taxes...............................         1,384           1,352
                                                                ---------       ---------
Net income.................................................     $   2,233       $   2,302
                                                                =========       =========

Net income per common share:
      Basic................................................     $    0.18       $    0.20
      Diluted..............................................     $    0.18       $    0.19

Weighted average number of common shares:
      Basic................................................        12,106          11,612
      Diluted..............................................        12,348          12,177

</TABLE>

              The accompanying notes are an integral part of these
                  Condensed Consolidated Financial Statements.

                                       4
<PAGE>

<TABLE>
<CAPTION>

                               LECROY CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                                                                 THREE MONTHS ENDED
                                                                                                   SEPTEMBER 30,
IN THOUSANDS                                                                                     2005         2004
------------------------------------------------------------------------------------------    ----------   ----------
                                                                                              (13 WEEKS)   (14 WEEKS)
<S>                                                                                          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................................................   $     2,233  $     2,302
Adjustments to reconcile net income to net cash provided by operating activities:
  Depreciation and amortization...........................................................         1,993        1,522
  Share-based compensation................................................................         1,340          449
  Amortization of debt issuance costs.....................................................           105           34
  Deferred income taxes...................................................................           872          993
  Recognition of deferred license revenue.................................................          (324)        (324)
  Gain on disposal of property and equipment, net.........................................            --           (3)
  Tax benefit from exercise of stock options..............................................            --           18
Change in operating assets and liabilities:
  Accounts receivable.....................................................................        (1,221)          82
  Inventories.............................................................................        (1,710)      (3,478)
  Other current and non-current assets....................................................          (958)        (369)
  Accounts payable, accrued expenses and other liabilities................................        (2,204)         956
                                                                                             -----------  -----------
Net cash provided by operating activities.................................................           126        2,182
                                                                                             -----------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment......................................................          (716)        (624)
  Purchase of marketable securities.......................................................            --          (40)
  Business acquisition costs..............................................................            --         (967)
                                                                                             -----------  -----------
Net cash used in investing activities.....................................................          (716)      (1,631)
                                                                                             -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of borrowings of long-term debt and capital leases............................        (2,138)         (25)
  Payments related to issuance of common stock............................................            --           (7)
  Proceeds from employee stock purchase and option plans..................................           113          103
  Payment of seller-financed intangible assets............................................            --         (250)
                                                                                             -----------  -----------
Net cash used in financing activities.....................................................        (2,025)        (179)
                                                                                             -----------  -----------
Effect of exchange rate changes on cash...................................................           (48)         (47)
                                                                                             -----------  -----------
  Net increase (decrease) in cash and cash equivalents....................................        (2,663)         325
  Cash and cash equivalents at beginning of the period....................................        13,866       28,566
                                                                                             -----------  -----------
  Cash and cash equivalents at end of the period..........................................   $    11,203  $    28,891
                                                                                             ===========  ===========
Supplemental Cash Flow Disclosure
  Cash paid during the period for:
    Interest..............................................................................   $       683  $        64
    Income taxes..........................................................................           441           48

Non-cash investing and financing activities:
  Acquisition of seller-financed intangible assets........................................            --          963


</TABLE>
              The accompanying notes are an integral part of these
                  Condensed Consolidated Financial Statements.

                                       5
<PAGE>



                               LECROY CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1. BASIS OF PRESENTATION

    The accompanying interim Condensed Consolidated Financial Statements include
all the accounts of LeCroy Corporation (the "Company" or "LeCroy") and its
wholly-owned subsidiaries. These Condensed Consolidated Financial Statements are
unaudited and should be read in conjunction with the audited Consolidated
Financial Statements included in the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 2005. The Condensed Consolidated Balance Sheet as
of June 30, 2005 has been derived from those audited Consolidated Financial
Statements. Certain reclassifications have been made to prior-period amounts to
conform to the current-period presentation. Inter-company transactions and
balances have been eliminated in consolidation.

    The Company's Condensed Consolidated Financial Statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America, which require management to make estimates and assumptions. These
estimates and assumptions affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the Condensed
Consolidated Financial Statements and the revenues and expenses reported during
the period. The most significant of these estimates and assumptions relate to
revenue recognition, allowance for doubtful accounts, allowance for excess and
obsolete inventory, deferred tax assets, share-based compensation, valuation of
long-lived and intangible assets, goodwill and warranty. These estimates and
assumptions are based on management's judgment and available information and,
consequently, actual results could differ from these estimates.

    These unaudited Condensed Consolidated Financial Statements reflect all
adjustments, consisting of normal recurring adjustments, that are, in the
opinion of management, necessary for a fair presentation of the financial
position and the results of operations for the interim periods. Interim period
operating results may not be indicative of the operating results for a full
year. The Company's fiscal period ends on the Saturday closest to September 30,
which resulted in the period ending October 1, 2005. Fiscal 2006 is a fifty-two
week year and, as a result, the first quarter of fiscal 2006 was a 13-week
period compared with a 14-week period for the first quarter of fiscal 2005 which
was a fifty-three week year. For clarity of presentation, the condensed
consolidated financial statement period-end references are stated as September
30.

2. CATC ACQUISITION

    On October 29, 2004, the Company completed its acquisition of 100% of the
outstanding common stock of Computer Access Technology Corporation ("CATC") via
the merger of a newly-formed, wholly-owned subsidiary of LeCroy with and into
CATC, with CATC surviving as a wholly-owned subsidiary of LeCroy (the "Merger").
CATC is a provider of advanced verification systems for existing and emerging
digital communications standards. CATC's products are used by semiconductor,
device, system and software companies at each phase of their products'
lifecycles from development through production and market deployment. CATC had
approximately 70 employees at the time of the Merger. Through its acquisition of
CATC, LeCroy expects to capitalize on the increasing demand for serial data test
instruments, leverage its global, technical, direct sales force to accelerate
the growth of CATC's products, strengthen its position in the data storage
market, increase penetration into the computer market, expand gross profit,
increase operating leverage leading to expanded operating profit and increase
cash generation capabilities.

                                       6
<PAGE>

                               LECROY CORPORATION
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                   (UNAUDITED)

    Total consideration paid to acquire CATC was approximately $130.0 million.
The Merger was recorded under the purchase method of accounting, in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations," which requires that the total consideration be allocated to the
assets acquired and liabilities assumed based on their fair values. On the
effective date of the Merger, each share of CATC common stock issued and
outstanding immediately prior thereto was canceled and converted into the right
to receive $6.00 in cash. In addition, LeCroy paid cash to the holders of CATC's
outstanding, vested, in-the-money stock options and employee stock purchase plan
(the "CATC ESPP") purchase rights. Further, LeCroy assumed CATC's outstanding
unvested stock options, as well as certain vested but unexercised stock options,
by granting to CATC employees a total of 648,284 options to purchase LeCroy
common stock (the "LeCroy Options"). The LeCroy Options were recorded at their
fair values using the Black-Scholes option pricing model based on a stock price
of $16.83 per share, which was the closing price of LeCroy common stock on
October 29, 2004, less the intrinsic value of unvested options, which was to be
charged as compensation expense to operations as earned by employees over their
remaining vesting periods. (For the disposition of the remaining unamortized
deferred compensation expense see Note 3 - Share-Based Compensation). LeCroy
paid cash of $80.4 million, net of cash acquired, using $30.4 million of cash on
hand and borrowings of $50.0 million under the Company's $75.0 million senior,
secured, five-year credit agreement entered into on October 29, 2004, with the
lenders listed therein and The Bank of New York, as administrative agent for
such lenders (the "Credit Agreement"). (See Note 15 - Long-Term Debt and Capital
Leases). The Merger consideration is summarized below (in thousands):


Cash for shares...............................................  $ 120,242
Cash for options and CATC ESPP purchase rights................      3,965
Fair value of stock options assumed...........................      5,111
Unearned stock compensation on unvested options assumed.......     (1,945)
Transaction costs.............................................      2,622
                                                                 --------
     Total purchase price.....................................  $ 129,995
                                                                 ========

    The fair value of tangible and intangible assets acquired and liabilities
assumed was established based upon the unaudited October 28, 2004 consolidated
balance sheet of CATC, as well as certain assumptions made regarding fair
values. The fair value of finished goods and work in process inventory was based
on estimated selling prices less direct costs to sell and a reasonable profit
margin on the selling effort. The fair value of the in-process research and
development ("IPR&D"), purchased technology, trade name and purchase orders was
determined by an independent appraisal firm. The fair value of the IPR&D was
based on the total estimated costs to develop the related technologies less the
costs incurred to date for the projects, and the intangible asset values were
based on estimates of future cash flows associated with those assets. The
purchased technology, trade name and purchase orders related to this acquisition
are being amortized over their estimated economic useful lives ranging from two
to twenty-nine months. The excess of the purchase price over the fair value of
the net assets acquired was allocated to goodwill. The principal factors that
contributed to a purchase price that resulted in the recognition of goodwill was
the fair value of the going-concern element of the CATC business, which includes
the assembled workforce and their technology position within emerging
communication standards, as well as the expected synergies that will be achieved
by combining both companies. The goodwill is not deductible for tax purposes.
During the fourth quarter of fiscal 2005, the Company reduced its CATC goodwill
by approximately $2.0 million as a result of the reversal of a valuation
allowance against the CATC deferred tax assets and a reversal of a
pre-acquisition contingency reserve. The final purchase price allocation is
summarized below (in thousands):


                                       7

<PAGE>

                               LECROY CORPORATION
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                   (UNAUDITED)


Cash                                                     $ 46,466
Accounts receivable                                         2,296
Inventory                                                   3,710
Other current assets                                          133
Fixed assets                                                  663
Other assets                                                   28
Deferred tax asset, net                                       367
In-process research and development                         2,190
Purchased technology                                        3,080
Purchased trade name                                           70
Purchased purchase orders                                      90
Goodwill                                                   76,974
Current liabilities assumed                                (5,420)
Long-term liabilities assumed                                (652)
                                                        ---------
Total purchase price                                    $ 129,995
                                                        =========


    The following table presents the details of the amortizable intangible
assets acquired in the Merger and their carrying values as of September 30, 2005
(in thousands):

<TABLE>
<CAPTION>

                                                        WEIGHTED
                                                        AVERAGE               ACCUMULATED
                                                        LIVES          COST   AMORTIZATION     NET
                                                        -----          ---    ------------     ---
<S>                                                   <C>             <C>         <C>       <C>
   Amortizable intangible assets:
       Purchased technology..........................  2.0 years      $3,080      $ 1,614   $ 1,466
       Purchased trade name..........................  1.0 year           70           64         6
       Purchased purchase orders.....................  0.2 years          90           90         -
                                                                      ------      -------   -------
     Total intangibles purchased.....................                 $3,240      $ 1,768   $ 1,472
                                                                      ======      =======   =======
</TABLE>

    Amortization expense for intangible assets acquired in the Merger was $0.4
million for the three months ended September 30, 2005, of which $0.4 million was
recorded in Cost of revenues and $17,000 was recorded in Selling, general and
administrative expense in the Condensed Consolidated Statements of Operations.

    The amortization expense related to intangible assets acquired in the Merger
for the remainder of fiscal 2006 and 2007 is expected to be $0.9 million and
$0.6 million, respectively.

    The $2.2 million allocated to IPR&D was written off during the second
quarter of fiscal 2005 in accordance with FASB Interpretation No. 4,
"Applicability of FASB Statement No. 2 to Business Combinations Accounted for by
the Purchase Method." This charge was included in Research and development
expense in the Condensed Consolidated Statement of Operations for that period.

    The Condensed Consolidated Statement of Operations for the three months
ended September 30, 2005 includes the results of operations of CATC. The
following (unaudited) pro forma consolidated results of operations for the three
months ended September 30, 2004 have been prepared as if the Merger had occurred
at the beginning of that period (in thousands, except per share data):

                                       8
<PAGE>

                               LECROY CORPORATION
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                   (UNAUDITED)


                                                                  THREE MONTHS
                                                                      ENDED
                                                                   SEPTEMBER 30,
                                                                      2004
                                                                      ----
Revenues........................................................    $40,082
Loss before non-recurring charges directly attributable to the     ($ 1,792)
  Merger........................................................
Loss per share before non-recurring charges directly
  attributable to the Merger - basic............................     ($0.15)
Loss per share before non-recurring charges directly
  attributable to the Merger - diluted..........................     ($0.15)

    The write-off of IPR&D is excluded from the calculation of net loss and
net loss per share in the table shown above as the charge is non-recurring.

    The pro forma information is presented for informational purposes only and
is not necessarily indicative of the results of operations that actually would
have been achieved had the Merger been consummated as of that time, nor is it
intended to be a projection of future results.

3. SHARE-BASED COMPENSATION

    Share-Based Compensation

    Historically, the Company accounted for stock-based compensation under the
recognition and measurement principles of Accounting Principles Board Opinion
("APB") No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), and
related interpretations. No compensation expense related to stock option plans
was reflected in the Company's Consolidated Statements of Operations as all
options had an exercise price equal to the market value of the underlying common
stock on the date of grant. Compensation cost for restricted stock was recorded
based on its market value on the date of grant and was included in the Company's
Consolidated Statements of Operations ratably over the vesting period. Upon the
grant of restricted stock, deferred stock compensation was recorded as an offset
to additional paid-in capital and was amortized on a straight-line basis as
compensation expense over the vesting period. SFAS 123, "Accounting For
Stock-Based Compensation," established accounting and disclosure requirements
using a fair-value-based method of accounting for stock-based employee
compensation plans. As permitted by SFAS 123, the Company elected to continue to
apply the intrinsic-value-based method of APB No. 25 described above, and
adopted only the disclosure requirements of SFAS 123, as amended by SFAS No.
148, "Accounting For Stock-Based Compensation - Transition and Disclosure."

    On July 3, 2005, the start of the first quarter of fiscal 2006, the Company
adopted the provisions of Statement of Financial Accounting Standards No. 123
(revised 2004), "Share-Based Payment" ("SFAS 123R") which requires that the
costs resulting from all share-based payment transactions be recognized in the
financial statements at their fair values. The Company adopted SFAS 123R using
the modified prospective application method under which the provisions of SFAS
123R apply to new awards and to awards modified, repurchased, or cancelled after
the adoption date. Additionally, compensation cost for the portion of the awards
for which the requisite service has not been rendered that are outstanding as of
the adoption date is recognized in the Consolidated Statement of Operations over
the remaining service period after the adoption date based on the award's
original estimate of fair value. In connection with the adoption of SFAS 123R,
the deferred stock compensation at June 30, 2005 of $7.4 million relating to
previous grants of restricted stock was offset against additional paid-in
capital during the first quarter of fiscal 2006. Results for prior periods have
not been restated.


                                       9
<PAGE>

                               LECROY CORPORATION
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                   (UNAUDITED)


    Total share-based compensation expense recorded in the Condensed
Consolidated Statement of Operations for the three months ended September 30,
2005 was $1.3 million. As a result of adopting SFAS 123R on July 3, 2005, the
Company's income before income taxes and net income for the three months ended
September 30, 2005 are $0.5 million and $0.4 million lower, respectively, than
if it had continued to account for share-based compensation under APB No. 25.
Basic and diluted earnings per share for the three months ended September 30,
2005 would have been $0.22 and $0.21, respectively, if the Company had not
adopted SFAS 123R, compared to reported basic and diluted earnings per share of
$0.18.

    The following table illustrates the effect on net income and net income per
common share applicable to common stockholders for the three months ended
September 30, 2004, as if the Company had applied the fair value recognition
provisions for stock-based employee compensation of SFAS 123, as amended. For
purposes of the pro forma presentation, option forfeitures are accounted for as
they occurred and no amounts of compensation expense have been capitalized into
inventory or other assets, but instead were considered as period expenses (in
thousands, except per share data):

<TABLE>
<CAPTION>

                                                                        THREE MONTHS ENDED
                                                                        SEPTEMBER 30, 2004
                                                                        ------------------
<S>                                                                            <C>
Net income, as reported...............................................         $2,302
Add: stock-based compensation expense included in reported                        282
  net income, net of income taxes.....................................
Deduct: stock-based compensation expense determined under                        (683)
  fair value-based method for all awards, net of income taxes.........         ------

Pro forma net income applicable to common stockholders................         $1,901
                                                                               ======

Net income per common share applicable to common stockholders:
  Basic, as reported..................................................         $ 0.20
  Diluted, as reported................................................         $ 0.19
  Basic, pro forma....................................................         $ 0.16
  Diluted, pro forma..................................................         $ 0.16

</TABLE>

    Prior to the adoption of SFAS 123R, the Company presented all tax benefits
of deductions resulting from the exercise of stock options as operating cash
flows in the Statement of Cash Flows. SFAS 123R requires the cash flows
resulting from tax benefits resulting from tax deductions in excess of the
compensation cost recognized for those options (excess tax benefits) to be
classified as financing cash flows. For the three months ended September 30,
2005, there was no excess tax benefit recognized resulting from share-based
compensation cost.

    The fair value of options granted is estimated on the date of grant using a
Black-Scholes option pricing model. Expected volatilities are calculated based
on the historical volatility of the Company's stock. Management monitors share
option exercise and employee termination patterns to estimate forfeiture rates
within the valuation model. Separate groups of employees that have similar
historical exercise behavior are considered separately for valuation purposes.
The expected holding period of options represents the period of time that
options granted are expected to be outstanding. The risk-free interest rate for
periods within the contractual life of the option is based on the interest rate
of a 5-year U.S. Treasury note in effect on the date of the grant.

    The table below presents the assumptions used to calculate the fair value of
8,500 options granted during the three months ended September 30, 2005. There
were no options granted during the three months ended September 30, 2004.

                                       10
<PAGE>


                               LECROY CORPORATION
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                   (UNAUDITED)


                                                              THREE MONTHS
                                                                  ENDED
                                                              SEPTEMBER 30,
                                                                  2005
                                                                  ----
Expected holding period (years).............................      5.0
Risk-free interest rate .................................... 3.86% - 4.08%
Weighted average risk-free interest rate ...................      3.94%
Dividend yield..............................................      0.0%
Expected volatility......................................... 62.2% - 64.9%
Weighted average expected volatility........................     63.9%
Fair value of options granted............................... $7.91 - $8.40
Weighted average fair value of options granted..............     $8.08

       Stock Option Plans

    The Company maintains share-based payment arrangements under the following
plans: (i) the Amended and Restated 1993 Stock Incentive Plan ("1993 Plan"),
(ii) the Amended and Restated 1995 Employee Stock Purchase Plan ("ESPP"), (iii)
the Amended and Restated 1998 Non-Employee Director Stock Plan ("1998 Plan"),
(iv) the 2003 Stock Incentive Plan ("2003 Plan"), (v) the 2004 Employment
Inducement Stock Plan ("2004 Plan"), (vi) the LeCroy Corporation (CATC) Special
2000 Stock Option Plan, (vii) the LeCroy Corporation (CATC) 2000 Stock Incentive
Plan, and (viii) the LeCroy Corporation (CATC) 1994 Stock Option Plan (items
(vi), (vii) and (viii) collectively the "LeCroy (CATC) Plans"). The Company has
a policy of issuing new shares to satisfy share option exercises.

    The 1993 Plan expired on January 4, 2003. All options outstanding under the
1993 Plan at the time of its expiration will continue in full force and effect
in accordance with their terms. No more than 2,608,696 shares of Common Stock
were allowed to be issued pursuant to the exercise of incentive stock options
granted under the 1993 Plan. This limitation did not apply to non-qualified
stock options or restricted stock awards that were granted under the 1993 Plan.
The vesting period and expiration of each grant was determined by the
Compensation Committee of the Board of Directors. In general, the vesting period
is 25% per annum over a four-year period, or 50% after the second year and 25%
for the third and fourth years. The lives of the options are generally ten years
from the date of grant. As of September 30, 2005, there were 1,705,574 options
outstanding under the 1993 Plan, of which 1,546,047 options were vested.

    In July 1995, the Company adopted the 1995 Employee Stock Purchase Plan (the
"ESPP") and reserved for issuance an aggregate of 434,783 shares of Common
Stock. The purpose of the ESPP is twofold: first, to encourage stock ownership
by employees by establishing a program that permits them to purchase shares of
Common Stock on a regular basis through payroll deductions; and second, to offer
employees an opportunity, without adverse tax consequences, to purchase stock at
a price equal to 85% of the market value on the first or last business day of
the offering period. On October 29, 2003, the Company's shareholders approved
the extension of the expiration of the ESPP from June 7, 2005 to November 30,
2006 and increased the number of shares available for issuance under the ESPP
from 434,783 to 684,783. On October 26, 2005, the Company's shareholders
approved the extension of the expiration of the ESPP from November 30, 2006 to
November 30, 2011 and increased the number of shares available for issuance
under the ESPP from 684,783 to 1,060,000. No shares were issued under the ESPP
for the three months ended September 30, 2005. Through September 30, 2005, a
total of 492,513 shares have been issued under the ESPP including 56,214, 49,141
and 45,820 for the years ended June 30, 2005, 2004 and 2003, respectively. As of
September 30, 2005, 567,487 shares are available for future issuance.

    In October 1998, the Board of Directors and stockholders terminated the 1995
Non-Employee Director Stock Option Plan ("1995 Plan") and adopted the 1998 Plan.
As of September 30, 2005, stock options to purchase 901 shares of Common Stock
issued pursuant to the 1995 Plan are outstanding and fully vested.



                                       11

<PAGE>


                               LECROY CORPORATION
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                   (UNAUDITED)



On October 26, 2005, the Company's shareholders approved amendments to the 1998
Plan to extend the termination date of the 1998 Plan to October 27, 2010 and to
provide for the ability to grant restricted stock awards under the 1998 Plan.
Pursuant to the 1998 Plan, each non-employee director receives either a stock
option grant of 15,000 shares to vest ratably over 36 months, or a restricted
stock award of 10,000 shares of Common Stock, subject to such vesting and other
conditions and restrictions as the Board may determine in its discretion.
Additionally, each non-employee director will receive annually a restricted
stock award of 5,000 shares of Common Stock subject to such vesting and other
conditions and restrictions as the Board may determine in its discretion. Prior
to the amendments dated October 26, 2005 and October 25, 2000, the annual award
to each non-employee director was 7,000 stock options and 5,000 stock options,
respectively, all exercisable at the market price on the date of grant and
vesting immediately. A total of 500,000 shares of Common Stock can be issued
during the term of the 1998 Plan. As of September 30, 2005, there were 238,670
options outstanding under the 1998 Plan, of which 230,336 options were vested.

    On October 29, 2003, the Company's shareholders approved the 2003 Plan. The
2003 Plan provides for the grant of incentive stock options, nonqualified stock
options and restricted stock awards to employees (including officers and
employee directors) and consultants. Unless approved by stockholders owning a
majority of shares present and entitled to vote at a duly convened meeting of
stockholders of the Company, the purchase price of any option granted under the
2003 Plan may not be less than 100% of the fair value of the Company's common
stock on the date of grant. The initial aggregate number of shares of Common
Stock that may be issued or transferred pursuant to options or restricted stock
awards under the 2003 Plan shall not exceed 910,167 shares. On October 26, 2005,
the Company's shareholders approved amendments to the 2003 Plan to allow for
awards under the 2003 Plan based on performance criteria which awards may then
qualify as "performance-based compensation" under Section 162(m) of the Internal
Revenue Code and to increase from 910,167 to up to 1,560,167 shares the number
of shares of Common Stock reserved for issuance under the 2003 Plan. The
Compensation Committee of the Board of Directors administers the 2003 Plan and
has the authority to determine the terms of such options or awards including the
number of shares, exercise or purchase prices and times at which the options
become and remain exercisable or restricted stock is no longer restricted. There
are no performance-based awards approved for fiscal 2006. The 2003 Plan expires
on October 29, 2013. As of September 30, 2005, there were 113,568 options
outstanding under the 2003 Plan, of which 13,500 options were vested.

    In connection with the Merger, on October 29, 2004, the Company's Board of
Directors approved the 2004 Plan to promote the interests of the Company and its
stockholders by strengthening the Company's ability to attract and induce
persons to become employees of the Company, including certain of CATC's
employees. The adoption of the 2004 Plan did not require stockholder approval.
The initial number of shares of LeCroy common stock that may be issued or
transferred pursuant to options or restricted stock awards granted under the
2004 Plan is 750,000 shares. On October 29, 2004, the Company issued the
following grants under the 2004 Plan: (i) 70,000 shares of restricted common
stock to certain former officers of CATC, and (ii) options to purchase an
aggregate of 230,984 shares of common stock to 61 former CATC employees who
became non-officer employees of LeCroy (none of whom received an option grant of
more than 20,000 shares). The options were issued with vesting periods of four
to six years. On September 13, 2005, the Board of Directors resolved that no
further grants would be made under the 2004 Plan. The 2004 Plan expires on
October 29, 2014. As of September 30, 2005, there were 198,484 options
outstanding under the 2004 Plan, none of which were vested.

    In connection with the Merger, LeCroy assumed CATC's 2000 Stock Option/Stock
Issuance Plan, Special 2000 Stock Option Plan, 2000 Stock Incentive Plan and
1994 Stock Option Plan (collectively, the "CATC Stock Plans"). On October 27,
2004, the Board of Directors of CATC approved technical amendments to each of
the CATC Stock Plans in anticipation of their assumption by LeCroy pursuant to
the Merger including, without limitation, amendments reflecting that any stock
option or other award granted thereunder would be exercisable for LeCroy common
stock. Pursuant to FIN 44, the 648,284 unvested stock options, as well as
certain vested but unexercised stock options, granted by the Company in exchange
for the stock options held by the employees of CATC were considered part of the
purchase price for CATC. The $5.1 million fair value of the new awards was
included in the purchase price, less the intrinsic value of unvested options of
$1.9 million, which, during the period from October 29, 2004 to June 30, 2005,
was being charged as compensation expense to operations on a straight-line basis
as earned by employees over their remaining vesting periods. In connection with
the adoption of SFAS 123R, the remaining $1.2 million of unamortized deferred
compensation was offset against additional paid-in capital during the first
quarter of fiscal 2006 and compensation cost for unvested options under the
LeCroy (CATC) Plans is recognized using the fair value of the options on the
date of the Merger. On September 13, 2005, the Board of Directors resolved that
no further grants would be made under the LeCroy (CATC) Plans. As of September
30, 2005, there were 505,630 options outstanding under the LeCroy (CATC) Plans,
of which 206,296 options were vested.


                                       12
<PAGE>


                               LECROY CORPORATION
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                   (UNAUDITED)


    Compensation expense for restricted stock was historically recorded based on
its market value on the date of grant and recognized ratably over the associated
service period, the period in which restrictions are removed. Compensation
expense for unvested restricted stock was reported as deferred stock
compensation on the Consolidated Balance Sheets. With the adoption of SFAS 123R,
effective July 3, 2005, deferred stock compensation has been offset against
additional paid-in capital where it is reflected on the Condensed Consolidated
Balance Sheet as of September 30, 2005. No shares of restricted stock were
granted during the three months ended September 30, 2005. In fiscal 2005,
111,900 shares of restricted stock were granted under the 2003 Plan, with
various vesting conditions ranging from three to four years, all of which are
unvested as of September 30, 2005. During fiscal 2005, 1,800 of these shares
were forfeited as a result of employee terminations and the corresponding
compensation expense and remaining deferred compensation amounts were reversed.
In fiscal 2004, 365,000 shares of restricted stock were granted under the 2003
Plan with long-term cliff vesting conditions of three to five years to certain
key employees, all of which are unvested as of September 30, 2005.

    Stock option transactions for the three months ended September 30, 2005
under all plans are as follows:

<TABLE>
<CAPTION>
                                                                              WEIGHTED
                                                                               AVERAGE
                                                                              REMAINING      AGGREGATE
                                             NUMBER OF     WEIGHTED AVERAGE  CONTRACTUAL     INTRINSIC
                                              SHARES       EXERCISE PRICE       TERMS       VALUE ($000)
                                             ---------     ----------------  -----------    ------------
<S>                                         <C>                 <C>           <C>           <C>
   Outstanding at June 30, 2005...........  2,784,288         $  16.05

   Granted................................      8,500            14.15
   Exercised..............................     17,275)            6.55
   Expired................................          -                -
   Forfeited .............................    (12,686)           13.64
                                            ---------
   Outstanding at September 30, 2005......  2,762,827            16.11        5.39          $4,160
                                            =========
   Vested or expected to vest at
   September 30, 2005...................    2,464,622         $  16.20        6.51          $3,664
                                            =========
   Exercisable at September 30, 2005..      1,997,080         $  16.93        4.06          $1,620
                                            =========
</TABLE>

    The weighted-average grant-date fair value of the stock options granted
during the three months ended September 30, 2005 was $8.08 per share. No stock
options were granted during the three months ended September 30, 2004. The total
intrinsic value of stock options exercised during the three months ended
September 30, 2005 and 2004 was $0.1 million for each period. The fair value of
stock options vested during the three months ended September 30, 2005 was $1.3
million.

    As of September 30, 2005, there was approximately $3.7 million of total
unrecognized compensation cost related to stock options granted under the plans.
That cost is expected to be recognized over a weighted-average period of 2.82
years. No compensation cost related to stock options was capitalized in
inventory or any other assets for the three months ended September 30, 2005 or
2004.

                                       13
<PAGE>


                               LECROY CORPORATION
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                   (UNAUDITED)


    The following table summarizes transactions related to restricted
(non-vested) stock for the three months ended September 30, 2005:

<TABLE>
<CAPTION>


                                                                        WEIGHTED AVERAGE
                                                           NUMBER OF       GRANT DATE
                                                             SHARES        FAIR VALUE
                                                             ------        ----------
<S>                                                        <C>                 <C>
Restricted (non-vested) stock at June 30, 2005.......      544,600          $  17.40

Granted..............................................            -                 -
Vested...............................................      (14,150)            15.63
Forfeited ...........................................       (2,000)            14.49
                                                           -------
Restricted (non-vested) stock at September 30, 2005..      528,450          $  17.47
                                                           =======
</TABLE>


    As of September 30, 2005, there was approximately $6.3 million of total
unrecognized compensation cost related to restricted (non-vested) stock granted
under the plans. That cost is expected to be recognized over a weighted-average
period of 2.77 years. No compensation cost related to restricted stock grants
was capitalized in inventory or any other assets for the three months ended
September 30, 2005 or 2004.

    The following table summarizes information about stock options outstanding
at September 30, 2005:

<TABLE>
<CAPTION>

                                                         OPTIONS OUTSTANDING AT               OPTIONS EXERCISABLE AT
                                                           SEPTEMBER 30, 2005                   SEPTEMBER 30, 2005
                                                -------------------------------------------   -----------------------
                                                                WEIGHTED   WEIGHTED AVERAGE                  WEIGHTED
                                                                 AVERAGE       REMAINING                      AVERAGE
                                                NUMBER OF       EXERCISE   CONTRACTUAL LIFE    NUMBER OF     EXERCISE
         RANGE                                   SHARES           PRICE         (YEARS)         SHARES         PRICE
   -----------------                            ---------       --------   ----------------    ---------     --------
<S>                                                <C>          <C>               <C>             <C>        <C>
   $ 1.35 - $12.00..........................       517,416      $  8.57           6.50            330,282    $  8.29
   $12.01 - $18.00..........................     1,341,478        15.13           6.01            830,050      15.22
   $18.01 - $24.00..........................       841,622        21.34           3.92            774,437      21.47
   $24.01 - $37.00..........................        62,311        29.16           2.77             62,311      29.16
                                                 ---------                                      ---------
     Total..................................     2,762,827      $ 16.11           5.39          1,997,080    $ 16.93
                                                 =========                                      =========

</TABLE>

    Of the total stock options outstanding, 1,997,080 and 1,860,699 options were
exercisable at September 30, 2005 and June 30, 2005, respectively. Stock options
and restricted stock awards available for grant under all plans were 475,199 and
1,223,502 at September 30, 2005 and June 30, 2005, respectively.

4. REVENUE RECOGNITION

     LeCroy recognizes product and service revenue, net of allowances for
anticipated returns, provided that (1) persuasive evidence of an arrangement
exists, (2) delivery has occurred, (3) the selling price is fixed or
determinable and (4) collection is reasonably assured. Delivery is considered to
have occurred when title and risk of loss have transferred to the customer, or
when services have been provided. The price is considered fixed or determinable
when it is not subject to refund or adjustments.

     The Company maintains an allowance for doubtful accounts relating to
accounts receivable estimated to be non-collectible. The Company analyzes
historical bad debts, customer concentrations, customer creditworthiness,
current economic trends and changes in customer payment terms when evaluating
the adequacy of the allowance for doubtful accounts.

     Test and measurement products revenue. The Company generates test and
measurement product revenue from the sales of oscilloscopes and application
solutions, protocol analyzers, probes and accessories. Provisions for warranty
costs are recorded at the time products are shipped. Application solutions,
which provide oscilloscopes


                                       14
<PAGE>


                               LECROY CORPORATION
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                   (UNAUDITED)


with additional analysis capabilities, are either delivered via compact disc
read-only memory or are already loaded in the oscilloscopes and activated via a
key code after the sale is made to the customer. No post-contract support is
provided on the application solutions. All sales of test and measurement
products are based upon separately established prices for the items and are
recorded as revenue according to the above revenue recognition criteria.
Revenues from these products are included in revenues from Test and measurement
products in the Condensed Consolidated Statements of Operations. Certain
software is embedded in the Company's oscilloscopes, but the embedded software
component is considered incidental.

     In the first quarter of fiscal 2006, in an effort to provide end-user
customers an alternative to purchasing the Company's higher end products under
its standard terms and conditions, the Company began offering customers an
opportunity to enter into sales-type or direct financing leases for these
products. The Company is accounting for these leases in accordance with SFAS
Statement No. 13, " Accounting for Leases." Lease and rental revenues are
reported within Test and measurement product revenue and were not material in
the first quarter of fiscal 2006.

     Software license revenue. The Company recognizes software license revenue
in accordance with American Institute of Certified Public Accountants Statement
of Position 97-2, "Software Revenue Recognition" ("SOP 97-2"), as amended by
Statement of Position 98-9, "Modifications of SOP 97-2 with Respect to Certain
Transactions" ("SOP 98-9").

     Due to the significant software content of its protocol analyzer products,
the Company recognizes revenue on the sale of these products in accordance with
SOP 97-2 upon shipment provided there is persuasive evidence of an arrangement,
the product has been delivered, the price is fixed or determinable and
collectibility is probable. When the Company ships a protocol analyzer but
certain elements relating to the functionality of the product are not delivered,
revenue and the associated cost of revenue are deferred until the remaining
elements are delivered. Software maintenance support revenue is deferred based
on its vendor specific objective evidence of fair value ("VSOE") and recognized
ratably over the maintenance support periods. Provisions for warranty costs are
recorded at the time products are recognized as revenue. Revenues from protocol
analyzer products are included in Test and measurement products in the Condensed
Consolidated Statements of Operations.

     Revenues from perpetual software license agreements are recognized upon
delivery of the software if evidence of an arrangement exists, pricing is fixed
and determinable, and collectibility is probable. If an acceptance period is
required, revenues are recognized upon the earlier of customer acceptance or the
expiration of the acceptance period. The Company allocates revenue on software
arrangements involving multiple elements to each element based on the relative
fair values of the elements. The determination of fair value of each element in
multiple element-arrangements is based on VSOE. The Company analyzes all of the
elements and determines if there is sufficient VSOE to allocate revenue to
maintenance included in multiple element-arrangements. Accordingly, assuming all
other revenue recognition criteria are met, revenue is recognized upon delivery
using the residual method in accordance with SOP 98-9, where the VSOE of the
undelivered elements is deferred and the remaining portion of the arrangement
fee is recognized as license revenue. The revenue allocated to software
maintenance is recognized ratably over the term of the support agreement. The
revenue allocated to licenses is recognized upon delivery of the licenses.
Revenues from perpetual software license agreements are included in Service and
other in the Condensed Consolidated Statements of Operations. There was no
revenue from perpetual software license agreements for the three months ended
September 30, 2005 or 2004.

     Service and other revenue. Service and other revenue includes extended
warranty contracts, software maintenance agreements and repairs and calibrations
performed on instruments after the expiration of their normal warranty period.
The Company records deferred revenue for extended warranty contracts, software
maintenance agreements and calibrations included within the sales contract
agreement. This deferred revenue is then recognized on a straight-line basis
over the related service period. When arrangements include multiple elements,
the Company uses relative fair values in accordance with Emerging Issues Task
Force ("EITF") Issue No. 00-21, "Revenue Arrangements with Multiple
Deliverables," to allocate revenue to the elements and recognize revenue when
the criteria for revenue recognition have been met for each element.


                                       15
<PAGE>

                               LECROY CORPORATION
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                   (UNAUDITED)


     Deferred product revenue. During the third quarter of fiscal 2004, the
Company began shipping the WaveSurfer oscilloscope product line. One component
of the Company's strategy for distributing this product line was the use of a
buy-sell distribution channel. This was the Company's initial entry into this
distribution channel and, because of the associated uncertainty about
sell-through volumes; the Company was unable to sufficiently estimate the
amounts of potential product returns. In the fourth quarter of fiscal 2005,
having had four full quarters of experience with this product and channel with
no significant returns, the Company had sufficient data to estimate potential
returns and in accordance with Statement of Financial Accounting Standards
("SFAS") No. 48, "Revenue Recognition When Right of Return Exists" ("SFAS 48"),
recognized previously deferred revenue of $2.6 million. Revenue related to
WaveSurfers sold to distributors is now being recognized upon shipment to the
distributor, rather than upon the sale of the unit by the distributor to the end
user and a provision for expected returns is recognized.

     Deferred license revenue. Revenue from license fees under agreements that
have exclusivity clauses and, from the licensee's perspective, have ongoing
requirements or expectations that are more than perfunctory, are recognized over
the terms of the related agreements. An ongoing requirement or expectation would
be considered more than perfunctory if any party to the contract considers it to
be "essential to the functionality" of the delivered product or service or
failure to complete the activities would result in the customer receiving a full
or partial refund or rejecting the products delivered or services performed to
date.

     Beginning in fiscal 2001 with the adoption of the SEC's Staff Accounting
Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements,"
(superseded by SAB 104), certain previously recognized license fee revenue was
deferred and recognized in future periods over the terms of the agreements. The
adoption of SAB 101 was recorded as of the beginning of fiscal 2001 and resulted
in a non-cash charge for the cumulative effect of an accounting change of $4.4
million, net of a tax benefit of $2.7 million. The deferred revenue is being
amortized into revenue over 5.5 years, the remaining terms of the license
agreements. The Company recognized pretax license fee revenue of $0.3 million
for each of the three months ended September 30, 2005 and 2004. Such license
fees were included in Service and other revenue in the Condensed Consolidated
Statements of Operations. As of September 30, 2005, the remaining deferred
license fees balance was $0.3 million which is reflected in Accrued expenses and
other current liabilities in the accompanying Condensed Consolidated Balance
Sheet.

5. RESTRUCTURING AND ASSET IMPAIRMENT

    During the first quarter of fiscal 2003, the Company adopted a plan to scale
down fixed infrastructure due to the difficult economic environment and to
implement new management operating systems designed to improve processes in
sales, order management, customer relationship management and financial
performance management. In connection with the adoption of this plan, the
Company recorded a charge for severance and other related expenses in the first
quarter of fiscal 2003 of $2.6 million. As of September 30, 2005, all but
$21,000 of accrued severance costs has been paid. This remaining amount will be
paid by the end of the second quarter of fiscal 2006.

    During the second quarter of fiscal 2005, as a result of the Merger, the
Company adopted a plan to restructure the organization and refine its product
strategy. In connection with the adoption of this plan, the Company recorded a
charge for severance and other related expenses in fiscal 2005 of approximately
$0.6 million in Selling, general and administrative expense. The implementation
of this plan resulted in headcount reductions of six employees or approximately
2% of the workforce as compared to June 30, 2004. As of September 30, 2005,
approximately $0.4 million of severance has been paid and approximately $0.2
million remains in Accrued expenses and other current liabilities on the
Condensed Consolidated Balance Sheet. Severance and other related amounts under
this plan will be paid by the end of the second quarter of fiscal 2007.

                                       16
<PAGE>

                               LECROY CORPORATION
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                   (UNAUDITED)


    Additionally, in the fourth quarter of fiscal 2005, the Company experienced
a decline in test and measurement product orders and responded by taking action
to better align its overseas operations, reducing headcount and closing two
offices and, as a result, incurred expenses of approximately $1.0 million,
consisting of $0.7 million of severance and related expenses and $0.3 million of
facility closure expenses which included lease termination costs and asset
write-downs. As of September 30, 2005, approximately $0.6 million of severance
has been paid and $0.2 million of facility charges have been paid in cash or
written off and approximately $0.2 million remains in Accrued expenses and other
current liabilities on the Condensed Consolidated Balance Sheet. The remaining
balance is expected to be paid by the end of fiscal 2006.

    Finally, in fiscal 2005, as a result of a change in our organization
stemming from the Merger and a subsequent change in our low to mid-range
oscilloscope manufacturing strategy, the Company recorded a $1.5 million
non-cash charge to Cost of revenues for the write-off of a technology asset.

6. DERIVATIVES

    The Company accounts for derivatives and hedging activities in accordance
with SFAS No. 133, "Accounting for Derivative Investments and Hedging
Activities," as amended ("SFAS 133"), which requires that all derivative
instruments be recorded on the balance sheet at their respective fair values.
The accounting for changes in the fair value (i.e., gains or losses) of a
derivative instrument is dependent upon whether the derivative has been
designated and qualifies as part of a hedging relationship and further, on the
type of hedging relationship. The Company's foreign exchange forward contracts
and interest rate swap agreements are not accounted for as hedges in accordance
with SFAS 133; therefore, any changes in fair value of these contracts are
recorded in Other expense, net in the Condensed Consolidated Statements of
Operations.

    The Company does not use derivative financial instruments for trading or
other speculative purposes and does not enter into fair value hedges.

    As of September 30, 2005, the Company has the following derivative
instruments:

    Interest Rate Swap

     As required by the terms of the Credit Agreement (See Note 15 - Long-term
Debt and Capital Leases), on January 27, 2005 the Company entered into a Master
Agreement with Manufacturers & Traders Trust Co. ("M&T Bank"), the purpose of
which is to protect against rising interest rates during the term of the Credit
Agreement.

    The Credit Agreement obligates the Company to enter into one or more
interest rate swap agreements covering the interest payable with respect to at
least 50% of the outstanding principal amount of the Term Loan (see Note 15) for
a period of at least three years. In connection with the Master Agreement, the
Company entered into an interest rate swap transaction effective January 31,
2005 and continuing through January 31, 2008, corresponding with the repayment
terms of the Credit Agreement. The swap agreement is not designated as a cash
flow hedge under SFAS 133. Accordingly, changes in the fair value of the swap
are charged or credited to operations. In accordance with the interest rate swap
transaction, the Company pays interest quarterly on the notional amount at a
fixed annualized rate of 3.87% to M&T Bank, and receives interest quarterly on
the same notional amount at the three-month LIBOR rate in effect at the
beginning of each quarterly reset period; except for the initial period, which
covered the two months ending March 31, 2005, in which the Company received
interest at a LIBOR rate of 2.64%. The initial notional amount was $25.0 million
and resets quarterly to 50% of the outstanding principal balance with respect to
the original amortization schedule as set forth in the Credit Agreement. The net
interest expense incurred on the swap during the three months ended September
30, 2005 was approximately $22,000. The notional amount as of September 30, 2005
was approximately $22.2 million. The fair value of the interest rate swap as of
September 30, 2005 is $280,000 and approximates the amount that the Company
would have received from M&T Bank if the Company had canceled the transaction at
September 30, 2005. The fair value is recorded in Other current assets in the
Condensed Consolidated Balance Sheets as of September 30, 2005 and the change in
fair value of $0.2 million is recognized in Interest income in the Condensed
Consolidated Statement of Operations for the three months ended September 30,
2005.

                                       17
<PAGE>

                               LECROY CORPORATION
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                   (UNAUDITED)


    Forward foreign exchange contracts

    The Company may enter into short-term forward exchange agreements to
purchase foreign currencies at set rates in the future. These foreign currency
forward exchange agreements are used to limit exposure to fluctuations in
foreign currency exchange rates for all significant planned purchases of fixed
assets or commodities that are denominated in currencies other than the
subsidiaries' functional currency. Subsidiaries may also use forward exchange
agreements to offset the foreign currency risk for receivables and payables not
denominated in, or indexed to, their functional currencies. The Company records
these short-term forward exchange agreements on the balance sheet at fair value
and changes in the fair value are recognized currently in operations.

    The net losses resulting from changes in the fair value of these derivatives
and on transactions denominated in other than their functional currencies were
$126,000 and $62,000 for the three-month periods ended September 30, 2005 and
2004, respectively. These amounts are included in Other expense, net in the
Condensed Consolidated Statements of Operations and include gross foreign
exchange contract gains of $48,000 and $19,000 in the three-month periods ended
September 30, 2005 and 2004, respectively. At September 30, 2005 and June 30,
2005, the notional amounts of the Company's open foreign exchange forward
contracts, all with maturities of less than six months, were approximately $11.6
million and $9.8 million, respectively.

7. COMPREHENSIVE INCOME

    The following table presents the components of comprehensive income (in
thousands):

                                                          THREE MONTHS ENDED
                                                              SEPTEMBER 30,
                                                          ------------------
                                                           2005         2004
                                                        ----------   ---------
Net income...........................................   $   2,233    $   2,302
  Unrealized loss on marketable securities, net of
    taxes............................................           -           (5)
  Foreign currency translation.......................        (100)        (104)
                                                        ---------    ---------
Comprehensive income.................................   $   2,133    $   2,193
                                                        =========    =========

8. ACCOUNTS RECEIVABLE, NET

    The Company has agreements with two of its customers, who are also vendors,
which provide the Company with the legal right to offset outstanding accounts
receivable balances against outstanding accounts payable balances. At September
30, 2005 and June 30, 2005, the Company netted approximately $1.1 million and
$2.3 million, respectively, of accounts receivable against accounts payable on
the Condensed Consolidated Balance Sheets related to these agreements.

9. INVENTORIES, NET

    Inventories, including demonstration units in finished goods, are stated at
the lower of cost (first-in, first-out method) or market. Inventories consist of
the following (in thousands):

                                       18
<PAGE>


                               LECROY CORPORATION
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                   (UNAUDITED)


                                                    SEPTEMBER 30,    JUNE 30,
                                                        2005          2005
                                                   ------------   ------------
   Raw materials..................................   $   8,855     $    9,857
   Work in process................................       6,104          3,425
   Finished goods.................................      14,329         14,379
                                                     ---------     ----------
                                                     $  29,288     $   27,661
                                                     =========     ==========

    The value of demonstration units included in finished goods was $11.2
million and $10.8 million at September 30, 2005 and June 30, 2005, respectively.
The Company's demonstration units are held for sale and are sold regularly in
the ordinary course of business through its normal sales distribution channels
and existing customer base.

10. OTHER CURRENT ASSETS

    Other current assets consist of the following (in thousands):

                                                     SEPTEMBER 30,     JUNE 30,
                                                           2005         2005
                                                     ------------   ------------

   Deferred tax assets, net.......................    $    9,000    $    9,000
   Other receivables..............................           623           456
   Prepaid probes and accessories.................           120           195
   Value-added tax receivables....................           613           565
   Other..........................................         3,083         2,465
                                                      ----------    ----------
                                                      $   13,439    $   12,681
                                                      ==========    ==========

11. PROPERTY AND EQUIPMENT, NET

    Property and equipment consist of the following (in thousands):

                                                    SEPTEMBER 30,     JUNE 30,
                                                        2005           2005
                                                    ------------   ------------

   Land, building and improvements................  $    15,829    $    15,494
   Furniture, machinery and equipment.............       27,722         28,638
   Computer software and hardware.................       15,863         15,712
                                                    -----------    -----------
                                                         59,414         59,844
   Less: Accumulated depreciation and amortization      (40,768)       (40,766)
                                                    -----------    -----------
                                                    $    18,646    $    19,078
                                                    ===========    ===========

    Depreciation and amortization expense was $1.2 million for the three-month
periods ended September 30, 2005 and 2004, respectively. During the three months
ended September 30, 2005, the Company disposed of certain fully amortized
assets.

12. GOODWILL AND OTHER NON-CURRENT ASSETS

    Goodwill and Other non-current assets consist of the following (in
thousands):

                                       19
<PAGE>

                               LECROY CORPORATION
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                   (UNAUDITED)



                                                    SEPTEMBER 30,    JUNE 30,
                                                        2005           2005
                                                    -------------   -----------
   Goodwill.......................................   $  78,848      $   78,848
                                                     =========      ==========

   Intangibles, net...............................   $   5,027      $    5,783
   Deferred tax assets, net.......................       4,574           5,446
   Other..........................................       1,649           1,530
                                                     ---------      ----------
                                                     $  11,250      $   12,759
                                                     =========      ==========

    Under SFAS No. 142 "Goodwill and Other Intangible Assets," ("SFAS 142")
goodwill is not amortized but reviewed for impairment annually or more
frequently if certain indicators arise. The Company completed the annual
impairment test required under SFAS 142 during the fourth quarter of fiscal 2005
and determined that there was no impairment to the recorded goodwill balances.
No impairment indicators arose during the first quarter of fiscal 2006.

    The following table reflects the gross carrying amount and accumulated
amortization of the Company's intangible assets included in other non-current
assets on the Condensed Consolidated Balance Sheets as of the dates indicated:

<TABLE>
<CAPTION>

                                                      WEIGHTED      SEPTEMBER 30,   JUNE 30,
                                                    AVERAGE LIVES       2005         2005
                                                   ---------------  -------------  ---------
                                                  (AS OF SEPTEMBER        (IN THOUSANDS)
                                                      30, 2005)
<S>                                                <C>               <C>          <C>
   Amortizable intangible assets:
       Technology, manufacturing and
       distribution rights........................  2.96 years       $   6,737    $   11,737
       Patents and other intangible assets........  3.39 years           1,073         1,073
       Accumulated amortization...................                      (2,783)       (7,027)
                                                                     ---------    ----------
     Net carrying amount..........................                   $   5,027    $    5,783
                                                                     =========    ==========

</TABLE>

    Amortization expense for those intangible assets with finite lives was $0.8
million and $0.3 million for the three months ended September 30, 2005 and 2004,
respectively. The cost of technology, manufacturing and distribution rights
acquired is amortized on a straight-line basis over the estimated economic life
of the asset. For the three months ended September 30, 2005, certain technology
rights totaling $5.0 million were fully amortized and removed from the Condensed
Consolidated Balance Sheet due to contract expiration. Management estimates
intangible assets amortization expense on a straight-line basis will approximate
$1.8 million for the remainder of fiscal 2006 and $1.8 million, $0.9 million,
and $0.4 million for fiscal 2007, 2008 and 2009, respectively.

13. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

    Accrued expenses and other current liabilities consist of the following (in
thousands):

                                                       SEPTEMBER 30,   JUNE 30,
                                                           2005          2005
                                                      --------------  ---------
   Compensation and benefits.........................   $  5,427      $  5,279
   Income taxes......................................      3,129         3,046
   Deferred license fee revenue, current portion.....        341           665
   Warranty..........................................        962           971
   Deferred revenue, current portion.................      1,028         1,049
   Retained liabilities from discontinued operations.        160           160
   Other current liabilities.........................      2,635         3,472
                                                        --------      --------
                                                        $ 13,682      $ 14,642
                                                        ========      ========


                                       20
<PAGE>

                               LECROY CORPORATION
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                   (UNAUDITED)


14. WARRANTIES AND GUARANTEES

    The Company provides a warranty on its products, typically extending three
years after delivery and accounted for in accordance with SFAS No. 5,
"Accounting for Contingencies." Estimated future warranty obligations related to
products are provided by charges to operations in the period that the related
revenue is recognized. These estimates are derived from historical data of
product reliability. The expected failure rate is arrived at in terms of units,
which are then converted into labor hours to which an average fully burdened
cost per hour is applied to derive the amount of accrued warranty required. On a
quarterly basis, the Company studies trends of warranty claims and performance
of specific products and adjusts its warranty obligation through charges or
credits to operations.

    The following table is a reconciliation of the changes in the Company's
aggregate product warranty liability during the three months ended September 30,
2005 and 2004 (in thousands):

                                                           THREE MONTHS ENDED
                                                              SEPTEMBER 30,
                                                           2005          2004
                                                         --------      --------
Balance at beginning of period.....................      $    971      $  1,247
  Accruals for warranties entered into during the period      346           417
  Warranty costs incurred during the period........          (355)         (423)
                                                         --------      --------
Balance at end of period...........................      $    962      $  1,241
                                                         ========      ========


    In connection with an agreement to license the Company's MAUI Instrument
Operating System technology entered into by the Company during the third quarter
of fiscal 2003, the Company agreed to indemnify the licensee against losses
arising from any third party claim against the licensee to the extent such claim
arose directly out of the infringement of a U.S. or Japanese patent by any
LeCroy software components delivered under the license agreement. As of
September 30, 2005, there have been no claims under such indemnification
provisions.

    As is customary in the Test and Measurement industry, and as provided for by
local law in the U.S. and other jurisdictions, the Company's standard terms of
sale provide remedies to customers, such as defense, settlement, or payment of a
judgment for intellectual property claims related to the use of the Company's
products. Such indemnification provisions are accounted for in accordance with
SFAS No. 5, "Accounting for Contingencies." To date, there have been no claims
under such indemnification provisions.

15. LONG-TERM DEBT AND CAPITAL LEASES

    On October 29, 2004, LeCroy entered into a $75.0 million senior, secured,
five-year credit agreement with the lenders listed therein and The Bank of New
York, as administrative agent for such lenders (the "Credit Agreement"), which
replaced LeCroy's prior $25.0 million revolving credit facility with The Bank of
New York. The terms of the Credit Agreement provide LeCroy with a $50.0 million
term loan (the "Term Loan") and a $25.0 million revolving credit facility (the
"Revolver"), which includes a $1.0 million swing-line loan sub-facility and a
$1.0 million letter of credit sub-facility. The performance by LeCroy of its
obligations under the Credit Agreement is secured by all of the assets of LeCroy
and its domestic subsidiaries, and is guaranteed by LeCroy's domestic
subsidiaries. The proceeds under the Term Loan have been used to finance the
acquisition of CATC and pay transaction expenses related to the Merger. Proceeds
from the Revolver may be used for general corporate purposes, including the
financing of working capital requirements, capital expenditures and
acquisitions. As of September 30, 2005, the Company has not borrowed against the
Revolver or the letter of credit sub-facility.

                                       21
<PAGE>


                               LECROY CORPORATION
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                   (UNAUDITED)


    Borrowings under the Credit Agreement bear interest at variable rates equal
to, at the Company's election, (1) the higher of (a) the prime rate or (b) the
federal funds rate plus 0.5%, plus an applicable margin of between 0.00% and
1.50% based on the Company's leverage ratio, as defined in the Credit Agreement,
or (2) the London Interbank Offering Rate ("LIBOR") plus an applicable margin of
between 1.25% and 2.75% based on the Company's leverage ratio. In addition, the
Company must pay commitment fees on unused Revolver borrowings during the term
of the Credit Agreement at rates between 0.375% and 0.5% dependent upon its
leverage ratio.

    Under the Credit Agreement, the Company is required to comply with certain
financial covenants, measured quarterly, including a minimum interest coverage
ratio, minimum total net worth, maximum leverage ratio, minimum fixed charge
coverage ratio and limitations on capital expenditures. As of September 30,
2005, the Company was in compliance with its financial covenants under the
Credit Agreement.

    Beginning March 31, 2005, outstanding borrowings of $50.0 million under the
Term Loan were required to be repaid quarterly through October 2009, based on an
annualized amortization rate starting at 15% in calendar year 2005 and
increasing 250 basis points per year during the term of the Credit Agreement. As
of September 30, 2005, the Company has repaid $7.6 million of the principal
balance of this loan. The outstanding balance to be repaid is approximately $6.3
million for the remainder of fiscal 2006 and $9.4 million, $10.6 million, $11.9
million and $4.2 million for the fiscal years ending June 2007, 2008, 2009 and
2010, respectively.

    The Company incurred approximately $1.4 million of transaction fees in
connection with entering into the Credit Agreement, which have been deferred and
are being amortized over the life of the Credit Agreement using the effective
interest method for the Term Loan and the straight-line method for the Revolver.
At September 30, 2005, the remaining balance of unamortized fees of $0.4 million
were included in Other current assets and $0.6 million were included in Other
non-current assets on the Condensed Consolidated Balance Sheets.

    As required by the terms of the Credit Agreement, the Company entered into
an interest rate swap transaction effective January 31, 2005 (See Note 6 -
Derivative Instruments).

    In addition to the above U.S.-based credit facilities, the Company maintains
certain short-term foreign credit facilities, principally with two Japanese
banks totaling 150.0 million yen (approximately $1.3 million as of September 30,
2005). No amounts were outstanding under these facilities as of September 30,
2005 and June 30, 2005. The Company's Swiss subsidiary, LeCroy S.A., also has an
overdraft facility totaling 1.0 million Swiss francs (approximately $0.8 million
as of September 30, 2005). As of September 30, 2005 and June 30, 2005, there
were no amounts outstanding under this facility.

    The Company has a five year $2.0 million capital lease line of credit
expiring in November 2005, that bears interest at 12.2%, to fund certain capital
expenditures. At September 30, 2005, the Company had $60,000 outstanding under
this line of credit, all of which was current and included within Current
portion of long-term debt and capital leases in the Condensed Consolidated
Balance Sheet. All outstanding borrowings under this line of credit will be paid
during the second quarter of fiscal 2006.

    During fiscal 2005, the Company entered into vendor supplied capital lease
agreements for technology rights of $1.3 million. These leases bear interest at
4.5% to 4.88% with three-year terms. At September 30, 2005, the Company's
outstanding balance under these agreements was $0.9 million of which $0.4
million was included within Current portion of long-term debt and capital leases
and $0.5 million was included within Long-term debt in the Consolidated Balance
Sheet. Under these capital lease obligations payments, including interest, are
$0.4 million for the remainder of fiscal 2006 and $0.5 million and $0.1 million
for fiscal years 2007 and 2008, respectively.

                                       22
<PAGE>

                               LECROY CORPORATION
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                   (UNAUDITED)


16. COMMITMENTS AND CONTINGENCIES

    On January 15, 2003, LeCroy was sued by Sicom Systems ("Sicom") in the
United States District Court for the District of Delaware for patent
infringement of a U.S. patent relating to the graphical display of test limits.
LeCroy answered the complaint denying infringement and asserted a counterclaim
alleging the invalidity of the patent and that Sicom had abused the judicial
process by bringing a baseless patent infringement claim. On July 16, 2003,
LeCroy filed a Motion to Dismiss Sicom's case, contending that Sicom did not
have standing to bring the litigation. On November 20, 2003, the Court granted
LeCroy's Motion to Dismiss. On December 18, 2003, Sicom filed a Notice of Appeal
to the United States Court of Appeals for the Federal Circuit. On December 30,
2003, Sicom filed a new patent infringement lawsuit against LeCroy in the United
States District Court for the District of Delaware. Tektronix and Agilent
Technologies are also co-defendants in this new litigation. The complaint in
this new case is essentially the same as the complaint filed by Sicom on January
15, 2003, except that Sicom now states that it entered into an amendment to its
license agreement with the Canadian government on December 19, 2003, and that
Sicom now has the exclusive right to bring suit for infringement of the patent
in the United States. On January 5, 2004, Sicom filed a Notice and Order of
Dismissal of Appeal of its appeal to the Court of Appeals for the Federal
Circuit and the Order was entered on the following day. In LeCroy's responsive
pleading, LeCroy denied that it has infringed, or is infringing, the patent, and
contends that the patent is invalid. The defendants in this case, including us,
filed a Motion to Dismiss for lack of standing, contending that Sicom's amended
license agreement with Canada does not cure the standing defects that caused the
Court to dismiss the original lawsuit. The Court granted the Defendants' Motion
on October 5, 2004, dismissing the case with prejudice. On October 28, 2004,
Sicom filed a Notice of Appeal to the United States Court of Appeals for the
Federal Circuit from the September 30, 2004 order granting the Company's motion
to dismiss and the related memorandum opinion dated October 5, 2004. On October
18, 2005 the United States Court of Appeals for the Federal Circuit affirmed the
dismissal with prejudice.

    From time to time, the Company is involved in lawsuits, claims,
investigations and proceedings, including patent and environmental matters,
which arise in the ordinary course of business. There are no matters pending,
including that described above, that the Company expects to be material to its
business, results of operations, financial condition or cash flows.

17. EARNINGS PER COMMON SHARE

    The following is a presentation of the numerators and the denominators of
the basic and diluted net income per share computations for the three months
ended September 30, 2005 and 2004 (in thousands).

                                                            THREE MONTHS ENDED
                                                              SEPTEMBER 30,
                                                           2005          2004
                                                         ---------    ---------
Numerator:
     Net income .......................................  $   2,233    $   2,302
                                                         =========    =========

Denominator:
     Weighted average shares outstanding:
            Basic .....................................     12,106       11,612
            Employee stock options and other...........        242          565
                                                         ---------    ---------
            Diluted....................................     12,348       12,177
                                                         =========    =========

    The computation of diluted net income per common share for the three months
ended September 30, 2005 and 2004 does not include approximately 2.3 million and
1.3 million, respectively, of stock options and warrants to purchase common
stock as the effect of their inclusion would have been anti-dilutive to earnings
per share.

                                       23
<PAGE>

                               LECROY CORPORATION
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                   (UNAUDITED)


18. INCOME TAXES

    The effective income tax rate for the first quarter of fiscal 2006 was 38.3%
compared to 37.0% for the same period last year. Under the provisions of SFAS
123R, which the Company adopted on July, 3, 2005, only the portion of
share-based compensation expense that is expected to result in a future tax
deduction is considered deductible for tax accounting purposes. The
non-deductible portion represents permanent differences which resulted in the
higher effective tax rate in the three months ended September 30, 2005 than in
the comparable prior year period.

19. REVENUES BY GEOGRAPHIC AREA

    The Company operates in a single segment in the test and measurement market,
in which it develops, manufactures, sells and licenses high-performance
oscilloscopes, serial data analyzers and global communication protocol test
solutions. These products are used by design engineers and researchers to
measure and analyze complex electronic signals in order to develop high
performance systems, to validate electronic designs and to improve time to
market.

    Revenues are attributed to countries based on customer ship-to addresses.
Revenues by geographic area are as follows (in thousands):

                                       THREE MONTHS ENDED   THREE MONTHS ENDED
                                       SEPTEMBER 30, 2005   SEPTEMBER 30, 2004
                                       ------------------   ------------------
    North America......................     $14,326              $10,110
    Europe / Middle East...............      10,436               10,830
    Japan..............................       5,566                6,510
    Asia / Pacific.....................      10,730                8,055
                                            -------              -------
      Total revenues...................     $41,058              $35,505
                                            =======              =======

20. NEW ACCOUNTING PRONOUNCEMENTS

    In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an
amendment of ARB No. 43, Chapter 4" ("SFAS 51"). SFAS 151 amends the guidance in
ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for
abnormal amounts of idle facility expense, freight, handling costs, and wasted
material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that
"...under some circumstances, items such as idle facility expense, excessive
spoilage, double freight, and re-handling costs may be so abnormal as to require
treatment as current period charges...." SFAS 151 requires that those items be
recognized as current-period charges regardless of whether they meet the
criterion of "so abnormal." In addition, SFAS 151 requires that allocation of
fixed production overheads to the costs of conversion be based on the normal
capacity of the production facilities. The provisions of SFAS 151 apply to
inventory costs beginning in fiscal year 2006. The adoption of SFAS 151 on July
3, 2005 had no impact on the Company's results of operations or financial
condition.


                                       24
<PAGE>

                               LECROY CORPORATION
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                                   (UNAUDITED)


    In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary
Assets, an Amendment of APB Opinion No. 29" ("SFAS 153"). The guidance in APB
Opinion No. 29, "Accounting for Non-monetary Transactions," ("APB 29") is based
on the principle that exchanges of non-monetary assets should be measured based
on the fair value of the assets exchanged. The guidance in APB 29, however,
included certain exceptions to that principle. SFAS 153 amends APB 29 to
eliminate the exception for non-monetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of non-monetary assets
that do not have commercial substance. A non-monetary exchange has commercial
substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. The provisions of SFAS 153 will be
applied prospectively to non-monetary asset exchange transactions beginning in
fiscal year 2006. The adoption of SFAS 153 on July 3, 2005 did not have an
impact on the Company's results of operations or financial condition.

    In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections," ("SFAS 154") which will be effective for the Company for reporting
changes in accounting principles for correction of errors beginning fiscal year
2007. SFAS 154 changes the reporting of a change in accounting principle to
require retrospective application to prior periods' financial statements, unless
explicit transition provisions are provided for in new accounting pronouncements
or existing pronouncements that are in the transition phase when SFAS 154
becomes effective.

    In June 2005, the FASB issued FASB Staff Position ("FSP") 143-1, "Accounting
for Electronic Equipment Waste Obligations." This FSP 143-1 addresses the
accounting related to obligations associated with Directive 2002/96/ EC on Waste
Electrical and Electronic Equipment (the "Directive") adopted by the European
Union. Under the Directive, the waste management obligation for historical
equipment (products put on the market on or prior to August 13, 2005) remains
with the commercial user until the equipment is replaced. This FSP 143-1 is
effective the later of the end of the first quarter of fiscal year 2006 or the
date of adoption of the law by the applicable EU-member country. It is expected
that the law will be adopted by certain EU countries in the second quarter of
fiscal 2006 and that the Company will be required to adopt the provisions of
FSP-143-1 at that time. Management is currently evaluating the impact of FSP
143-1.


                                       25

<PAGE>


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

OVERVIEW

    We were founded in 1964 to develop, manufacture and sell high performance
signal analysis tools to scientists engaged in high-energy physics research. In
1985 we introduced our first oscilloscope using our core competency of designing
signal acquisition and digitizing technology.

    We sell our products into a broad range of end markets, including the
Computer/Semiconductor/Consumer Electronics, Data Storage,
Automotive/Industrial, and Military/Aerospace markets. We believe that our
products offer the strongest value proposition in these markets by providing
advanced analysis capabilities coupled with innovative and proprietary
technology features. We believe designers in all of these markets are developing
products which rely on increasingly complex electronic signals to provide the
features and performance their customers require. Our customers include leading
original equipment manufacturers, such as BAE Systems, IBM, Maxtor, Raytheon,
Robert Bosch, Seagate, Samsung and Siemens VDO.

    We employ a direct sales model utilizing a highly skilled global sales force
where it makes economic sense to do so. We supplement our direct sales force
with a combination of manufacturers' representatives and distributors in areas
where demand levels do not justify direct distribution. We divide the world into
four areas - North America, Europe/Middle East, Japan and Asia/Pacific. In North
America we primarily sell our products directly in the United States. In
Europe/Middle East, we sell our products directly in Switzerland, Germany,
Italy, France, the United Kingdom and Sweden. In Japan, we sell our products
directly. In Asia/Pacific, we sell our products directly in South Korea,
Singapore and five regions in China.

    We generate revenue in a single segment within the Test and Measurement
market, primarily from the sale of our oscilloscopes, protocol analyzers,
probes, accessories and applications solutions. To a lesser extent, we also
generate revenue from the sales of our extended warranty, maintenance contracts
and repairs and calibrations on our instruments after their warranties expire.

    Generally, we transact revenues and pay our operating expenses in the local
currencies of the countries in which we have a direct distribution presence or
other operations, with limited exceptions, most notably in China where our sales
and operating expenses are denominated in U.S. dollars. In Europe/Middle East,
we transact business in Euros, Swiss francs, British pounds, Swedish krona and
U.S. dollars. In Japan, we transact business in Japanese yen. In South Korea, we
transact business in Korean won and in Singapore, we transact business in both
U.S. dollars and Singapore dollars. For a discussion of our foreign currency
exchange rate exposure, see Item 3 entitled "Quantitative and Qualitative
Disclosure About Market Risk" below.

    Historically, we have, at times, experienced lower levels of demand during
our first fiscal quarter than in other fiscal quarters which, we believe, has
been principally due to the lower level of general market activity during the
summer months, particularly in Europe.

    Cost of revenues represents manufacturing and service costs, which primarily
comprise materials, labor and factory overhead. Gross profits represent revenues
less cost of revenues. Additional factors integral to gross profit earned on our
products are mix, as the list prices of our products range from $4,000 to
$106,000, and the effects of foreign currencies, as approximately two-thirds of
our revenues are derived overseas, much of which is denominated in local
currencies while product manufacturing costs are primarily U.S.
dollar-denominated.

    Selling, general and administrative expenses consist of salaries and related
overhead costs for sales, marketing and administrative personnel as well as
legal, accounting and other professional services.

                                       26

<PAGE>

    Research and development expenses consist primarily of salaries and related
overhead costs associated with employees engaged in research, design and
development activities, as well as the cost of masks, wafers and other materials
and related test services and equipment used in the development process.

    Our results of operations and financial condition are affected by a variety
of factors. As discussed below, we believe the most significant recurring
factors are the economic strength of the technology markets into which we sell
our products, our ability to identify market demands and develop competitive
products to meet those demands, the announcements and actions of our competitors
and our ability to enter into new markets and broaden our presence in existing
markets.

    Our sales are largely dependent on the health and growth of technology
companies whose operations tend to be cyclical. Consequently, demand for our
products tends to coincide with the increase or decrease in capital spending in
the technology industry. For example, in the late 1990s through 2001, our
business expanded along with the prosperity of the technology markets. From
early 2001 to 2003, demand for our products decreased along with the contraction
of the technology industry overall. As a result, our revenues decreased 8% from
the end of fiscal year 2000 through fiscal year 2002. Beginning in fiscal year
2003, our revenues have significantly increased concurrently with the recovery
of the technology industry.

    We believe our ongoing strategy of quickly identifying opportunities and
customer needs in fundamental technology markets and capitalizing on those
opportunities through well-planned, efficient and timely key product
introductions has also contributed to our recent increase in revenues. For
instance, in October 2003, in anticipation of renewed but tentative capital
spending in the technology industry, we introduced our WaveRunner 6000 family of
oscilloscopes, a unique software platform built upon a solid hardware platform
designed to take advantage of demand for mid-tier competitively priced, powerful
oscilloscopes.

    In addition, in response to fluctuations in the technology markets we
target, we continually assess and adopt programs aimed at positioning us for
long-term success. These programs may include streamlining operations,
discontinuing older and less profitable product lines, and reducing operating
expenses from time to time. As an example, in fiscal 2005 we implemented
restructuring and business realignment plans intended to reduce costs and more
efficiently allocate product development resources. For a more detailed
discussion of our restructuring efforts in fiscal 2005 see the Section entitled
"Restructuring" below.

    We face significant competition in our target markets. We believe that in
order to continue to compete successfully, we need to timely anticipate,
recognize and respond to changing market demands by providing products that
serve our customers' needs as they arise at prices acceptable to the market. We
believe that we compete favorably with our competition in each of these areas.
Consequently, we are constantly reviewing our product development strategy and
invest time, resources and capital in development projects we deem most likely
to succeed.

    In furtherance of our drive to meet our customers' changing demands, we also
look outside our organization for opportunities to expand our markets.
Accordingly, on October 29, 2004, we completed the acquisition of Computer
Access Technology Corporation ("CATC") to complement our expanding portfolio of
serial data test solutions. The acquisition of CATC is described more fully
below.

CATC ACQUISITION

    On October 29, 2004, we completed our acquisition of 100% of the outstanding
common stock of CATC via the merger of a newly-formed, wholly-owned subsidiary
of LeCroy with and into CATC, with CATC surviving as a wholly-owned subsidiary
of LeCroy (the "Merger"). CATC is a provider of advanced verification systems
for existing and emerging digital communications standards. CATC's products are
used by semiconductor, device, system and software companies at each phase of
their products' lifecycles from development through production and market
deployment. CATC had approximately 70 employees at the time of the Merger.
Through our acquisition of CATC, we expect to capitalize on the increasing
demand for serial data test instruments, leverage our global, technical, direct
sales force to accelerate the growth of CATC's products, strengthen our position
in the data storage market, increase penetration into the computer market,
expand gross profit, increase operating leverage leading to expanded operating
profit and increase cash generation capabilities.

                                       27

<PAGE>

    Total consideration paid to acquire CATC was approximately $130.0 million.
The Merger was recorded under the purchase method of accounting, which requires
that the total consideration be allocated to the assets acquired and liabilities
assumed based on their fair values. On the effective date of the Merger, each
share of CATC common stock issued and outstanding immediately prior thereto was
canceled and converted into the right to receive $6.00 in cash. In addition, we
paid cash to the holders of CATC's outstanding, vested, in-the-money stock
options and employee stock purchase plan purchase rights. Further, we assumed
CATC's outstanding unvested stock options, as well as certain vested but
unexercised stock options, by granting to CATC employees a total of 648,284
options to purchase LeCroy common stock (the "LeCroy Options"). The LeCroy
Options were recorded at their fair values using the Black-Scholes option
pricing model based on a stock price of $16.83 per share, which was the closing
price of LeCroy common stock on October 29, 2004, less the intrinsic value of
unvested options, which was to be charged as compensation expense to operations
as earned by employees over their remaining vesting periods. As a result of the
adoption of SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123R"),
which requires that the cost resulting from all share-based payment transactions
be recognized in the financial statements at their fair values, the remaining
unamortized deferred compensation was charged off to Additional paid-in capital
in the Condensed Consolidated Balance Sheet. (See "Critical Accounting Policies"
below). LeCroy paid cash of $80.4 million, net of cash acquired, using $30.4
million of cash on hand and borrowings of $50.0 million under our $75.0 million
senior, secured, five-year credit agreement entered into on October 29, 2004,
with the lenders listed therein and The Bank of New York, as administrative
agent for such lenders. For more information see Notes 2 and 15 to the Condensed
Consolidated Financial Statements.

CRITICAL ACCOUNTING POLICIES

     The preparation of our Condensed Consolidated Financial Statements in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, revenues and expenses, and related
disclosures of contingent assets and liabilities in the Condensed Consolidated
Financial Statements and accompanying notes. These estimates and assumptions are
based on management's judgment and available information and, consequently,
actual results could be different from these estimates.

     These Condensed Consolidated Financial Statements should be read in
conjunction with the audited Consolidated Financial Statements included in the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2005,
which includes a description of our critical accounting policies involving
significant judgment by LeCroy's management. In particular, judgment is used in
areas such as revenue recognition, the allowance for doubtful accounts,
allowance for excess and obsolete inventory, valuation of long-lived and
intangible assets, valuation of deferred tax assets, estimation of warranty
liabilities and valuation of goodwill.

     In the first quarter of fiscal 2006, we adopted the provisions of SFAS 123R
which requires that the cost resulting from all share-based payment transactions
be recognized in the financial statements at their fair values. We adopted SFAS
123R using the modified prospective application method under which the
provisions of SFAS 123R apply to new awards and to awards modified, repurchased,
or cancelled after the adoption date. The Company uses the Black Scholes option
pricing model to estimate the fair value of options on the date of grant which
requires certain estimates by Management including the expected forfeiture rate
and expected term of the option. Management also makes decisions regarding the
method of calculating expected volatilities and the risk free interest rate used
in the model. Fluctuations in the market that effect these estimates could have
an impact on the resulting compensation cost. Additionally, compensation cost
for the portion of awards for which the requisite service has not been rendered
that are outstanding as of the adoption date is recognized over the remaining
service period after the adoption date. (See Note 3 to the Condensed
Consolidated Financial Statements for additional information.) There have been
no other changes in our critical accounting policies since June 30, 2005.

                                       28
<PAGE>

CONSOLIDATED RESULTS OF OPERATIONS

    The following table indicates the percentage of total revenues represented
by each item in the Company's Condensed Consolidated Statements of Operations
for the three-months ended September 30, 2005 and 2004.

                                                   THREE MONTHS ENDED
                                                      SEPTEMBER 30,
                                               ---------------------------
       (UNAUDITED)                                 2005             2004
                                               ----------       ----------
                                               (13 weeks)       (14 weeks)
       Revenues:
         Test and measurement products ........   95.3%            93.8%
         Service and other.....................    4.7              6.2
                                                 -----            -----

           Total revenues......................  100.0            100.0
       Cost of revenues........................   39.1             41.6
                                                 -----            -----

           Gross profit........................   60.9             58.4

       Operating expenses:
         Selling, general and administrative      32.3             34.7
         Research and development..............   18.1             13.3
                                                 -----            -----
           Total operating  expenses...........   50.4             48.0

       Operating income .......................   10.5             10.4
       Other expense, net......................   (1.7)            (0.1)
                                                 -----            -----

       Income before income taxes..............    8.8             10.3
       Provision for income taxes..............    3.4              3.8
                                                 -----            -----
       Net income .............................    5.4%             6.5%
                                                 -----            =====

COMPARISON OF THE THREE-MONTH PERIODS ENDED SEPTEMBER 30, 2005 AND 2004

    Total revenues were $41.1 million in the first quarter of fiscal 2006,
compared to $35.5 million in the first quarter of fiscal 2005, representing an
increase of 15.8%, or $5.6 million. Revenues from test and measurement products
increased 17%, or $5.8 million, to $39.1 million in the first quarter of fiscal
2006 from $33.3 million in the same period last year. This increase primarily
resulted from the protocol analyzer business acquired in the Merger. Revenue
from oscilloscope products remained relatively flat as decreases in revenue from
lower end products were offset by revenues from products introduced in the
fourth quarter of fiscal 2005.

    Service and other revenues primarily consist of service revenues and license
and maintenance fees. Service revenue decreased 13.6%, or $0.3 million, to $1.9
million in the first quarter of fiscal 2006 from $2.2 million in the same period
last year. The decrease primarily resulted from a decrease in other service
revenues from the sale of locally provided items in our foreign operations and
from a decrease in license fees. In the third quarter of fiscal 2005, based on
our review and analysis of the then current classification of service kits, we
made the decision to reclassify service kit revenue to product revenue from its
historical classification. For the three months ended September 30, 2004, $0.9
million of service kit revenue was reclassified as product revenue to conform to
the fiscal 2006 presentation. Service and other revenue in the first quarter of
both fiscal 2006 and 2005 includes $0.3 million of revenue that was deferred
with the adoption of the Securities and Exchange Commission's Staff Accounting
Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements," as
of the beginning of fiscal 2001.

                                       29
<PAGE>

    Foreign currency fluctuations contributed approximately $0.3 million to the
increase in total revenues in the first quarter of fiscal 2006 compared to the
same period last year. Revenues by geographic location expressed in absolute
dollars and as a percentage of total revenues were:

                                                        THREE MONTHS ENDED
                                                           SEPTEMBER 30,
                                                           (UNAUDITED)
                                                      -----------------------
   (IN THOUSANDS)                                        2005          2004
                                                      ---------     ---------
   North America...................................   $  14,326     $  10,110
   Europe/Middle East..............................      10,436        10,830
   Japan ..........................................       5,566         6,510
   Asia/Pacific....................................      10,730         8,055
                                                      ---------     ---------
      Total revenues...............................   $  41,058     $  35,505
                                                      =========     =========

                                                        THREE MONTHS ENDED
                                                           SEPTEMBER 30,
                                                           (UNAUDITED)
                                                      -----------------------
   (IN THOUSANDS)                                        2005          2004
                                                      ---------     ---------
   North America...................................      34.9%         28.5%
   Europe/Middle East..............................      25.4          30.5
   Japan ..........................................      13.6          18.3
   Asia/Pacific....................................      26.1          22.7
                                                        -----        ------
      Total revenues...............................     100.0%        100.0%
                                                        =====        ======

    Gross profit in the first quarter of fiscal 2006 was $25.0 million, or 60.9%
gross margin, compared to $20.7 million, or 58.4% gross margin, in the same
period in fiscal 2005. The increase in gross margin is primarily attributable to
the protocol analyzer business which yields greater gross margins due to the
higher software content of its products.

    Selling, general and administrative expense ("SG&A") was $13.2 million in
the first quarter of fiscal 2006 compared to $12.3 million in the first quarter
of fiscal 2005, representing an increase of 7.3%, or $0.9 million. Included in
SG&A in the first quarter of fiscal 2006 is $0.9 million of non-cash
equity-based compensation as compared to $0.4 million for the same period in
fiscal 2005. The remaining increase is attributable to additional costs for rent
and depreciation and amortization expenses as a direct result of the Merger. As
a percentage of total revenues, SG&A declined to 32.3% in the first quarter of
fiscal 2006 from 34.7% in the first quarter of fiscal 2005, resulting from the
strong operating leverage in our business model.

    Research and development expense ("R&D") was $7.4 million in the first
quarter of fiscal 2006, compared to $4.7 million in the first quarter of fiscal
2005, an increase of 57.4%, or $2.7 million. Included in research and
development expense in the first quarter of fiscal 2006 is $0.4 million of
non-cash equity-based compensation as compared to $0.1 million for the same
period in fiscal 2005. The remaining increase was primarily due to increased
personnel-related expenses as a result of the Merger. As a percentage of total
revenues, research and development expense increased to 18.1% in the first
quarter of fiscal 2006 from 13.3% in the first quarter of fiscal 2005, which is
a result of the Merger and is consistent with the heavy reliance on software
engineering associated with the protocol analyzer business.

    Other (expense) income, net, which consists primarily of net interest income
and expense and foreign exchange gains and losses, was ($0.7) million in the
first quarter of fiscal 2006, compared to ($32,000) in the first quarter of
fiscal 2005. The increased expense was mainly the result of interest expense of
$0.7 million on the Term Loan borrowings as a result of the Merger and $0.2
million on capital leases and $0.1 million in foreign exchange losses partially
offset by interest income of $0.1 million and a gain of $0.2 million reflecting
the change in fair value of our interest rate hedge. In the first quarter of
fiscal 2005, foreign exchange losses of $62,000 were partially offset by net
interest income of $30,000.

    Our effective tax rate was 38.3% and 37.0% in the first quarter of fiscal
2006 and 2005, respectively, and 35% for the full fiscal 2005. The increase in
our effective tax rate was the result of certain non-deductible equity-based
compensation costs in connection with our adoption of SFAS 123R.

                                       30
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

    Cash and cash equivalents at September 30, 2005 was $11.2 million compared
to $13.9 million at June 30, 2005.

    We provided $0.1 million of net cash from operating activities in the first
quarter of fiscal 2006 compared to $2.2 million in the same period last year.
Working capital requirements consumed $6.1 million of cash in the first quarter
of fiscal 2006 compared to $2.8 million in the same period last year. These
included a $3.5 million decrease in current liabilities, a prepaid technology
engineering services agreement and additional strategic investments in
inventory. This net use of cash offset the cash generative effects of the
non-cash charges in net income, as well as the increase in the consumption of
deferred tax assets representing that portion of our provision for income taxes
that will not require an outlay of cash.

    Net cash used in investing activities was $0.7 million in the first quarter
of fiscal 2006 compared to $1.6 million in the same period in fiscal 2005. This
decrease was primarily due to $1.0 million of business acquisition costs paid in
the first quarter of fiscal 2005 in anticipation of our acquisition of CATC (see
"CATC Acquisition" above).

    Net cash used in financing activities was $2.0 million for the first quarter
of fiscal 2006 compared to $0.2 million for the same period in fiscal 2005. This
increase in cash used in financing activities was primarily due to the repayment
of bank borrowings.

    We have a $2.0 million capital lease line of credit to fund certain capital
expenditures. As of September 30, 2005, we had $60,000 outstanding under this
line of credit, all of which was included in Current portion of long-term debt
and capital leases on the Condensed Consolidated Balance Sheet. This line of
credit expires November 2005 and outstanding borrowings bear interest at an
annual rate of 12.2%.

    On October 29, 2004, we entered into a $75.0 million senior, secured,
five-year credit agreement with the lenders listed therein and The Bank of New
York, as administrative agent for such lenders (the "Credit Agreement"), which
replaced our existing credit facility with The Bank of New York. BNY Capital
Markets, Inc. acted as sole lead arranger and sole book runner in connection
with syndicating the credit facility. The terms of the Credit Agreement provide
us with a $50.0 million term loan (the "Term Loan") and a $25.0 million
revolving credit facility (the "Revolver"), which includes a $1.0 million
swing-line loan sub-facility and a $1.0 million letter of credit sub-facility.
The borrowings by us under the Credit Agreement are secured by all of our assets
and the assets of our domestic subsidiaries, and our performance thereunder is
guaranteed by our domestic subsidiaries. Proceeds of $50.0 million under the
Term Loan were used to finance the acquisition of CATC and pay transaction
expenses related to the Merger. Proceeds from the Revolver may be used for
general corporate purposes, including the financing of working capital
requirements, capital expenditures and acquisitions. As of September 30, 2005,
there were no outstanding borrowings against the Revolver.

    Borrowings under the Credit Agreement bear interest at variable rates equal
to, at our election, (1) the higher of (a) the prime rate or (b) the federal
funds rate plus 0.5%, plus an applicable margin of between 0.00% and 1.50% based
on our leverage ratio, as defined in the Credit Agreement, or (2) LIBOR plus an
applicable margin of between 1.25% and 2.75% based on our leverage ratio. In
addition, we must pay commitment fees on unused Revolver borrowings during the
term of the Credit Agreement at rates between 0.375% and 0.5% dependent upon our
leverage ratio.

    Under the Credit Agreement, we are required to comply with certain financial
covenants, measured quarterly, including a minimum interest coverage ratio,
minimum total net worth, maximum leverage ratio, minimum fixed charge coverage
ratio and limitations on capital expenditures. As of September 30, 2005, we were
in compliance with our financial covenants under the Credit Agreement.

    Beginning March 31, 2005, outstanding borrowings of $50.0 million under the
Term Loan were required to be repaid quarterly through October 2009, based on an
annualized amortization rate starting at 15% in calendar year 2005 and
increasing 250 basis points per year during the term of the Credit Agreement. As
of September 30, 2005, we have repaid $7.6 million of the principal balance of
this loan.

                                       31
<PAGE>

     In addition to the above U.S.-based credit facilities, we maintain certain
short-term foreign credit facilities, principally with two Japanese banks
totaling 150.0 million yen (approximately $1.3 million as of September 30,
2005). No amounts were outstanding under these facilities as of September 30,
2005. Our Swiss subsidiary, LeCroy S.A., also has an overdraft facility totaling
1.0 million Swiss francs (approximately $0.8 million as of September 30, 2005).
As of September 30, 2005, there were no amounts outstanding under this facility.

    We believe that our cash and cash equivalents on hand, cash flow generated
by our continuing operations and our availability under our revolving credit
lines will be sufficient to fund working capital, capital expenditures and debt
service requirements for at least the next twelve months.

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

    Our contractual obligations and commitments include obligations associated
with our capital and operating leases, employee severance agreements, technology
license agreement and our Term Loan as set forth in the table below:

<TABLE>
<CAPTION>

                                             PAYMENTS DUE BY PERIOD AS OF SEPTEMBER 30, 2005
                                        ---------------------------------------------------------
                                                   LESS THAN                          MORE THAN 5
   (IN THOUSANDS)                         TOTAL     1 YEAR     1-3 YEARS  3-5 YEARS      YEARS
                                        --------   --------    --------    --------    ---------

<S>                                     <C>        <C>         <C>        <C>         <C>
   Capital lease - equipment........... $     60   $     60    $     --   $     --    $     --
   Capital lease - technology rights...      917        448         469         --          --
   Realignment charges - severance.....      392        386           6         --          --
   Operating lease obligations.........    5,269      1,938       2,694        541          96
   Commitments to contract suppliers...       16         16          --         --          --
   Term Loan obligations ..............   42,375      8,437      20,625     13,313          --
                                        --------   --------    --------   --------    --------
   Total............................... $ 49,029   $ 11,285    $ 23,794   $ 13,854    $     96
                                        ========   ========    ========   ========    ========
</TABLE>

FORWARD-LOOKING INFORMATION

    This Form 10-Q contains forward-looking statements. When used in this Form
10-Q, the words "anticipate," "believe," "estimate," "will," "plan," "intend,"
and "expect" and similar expressions identify forward-looking statements.
Although we believe that our plans, intentions, and expectations reflected in
any forward-looking statements are reasonable, these plans, intentions, or
expectations may not be achieved. Our actual results, performance, or
achievements could differ materially from those contemplated, expressed, or
implied, by the forward looking statements contained in this Form 10-Q.
Important factors that could cause actual results to differ materially from our
forward looking statements are set forth in our 2005 Annual Report on Form 10-K
under the heading "Risks Related to Our Business." All forward looking
statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by the cautionary statements set forth in this Form
10-Q. Except as required by federal securities laws, we are under no obligation
to update any forward looking statement, whether as a result of new information,
future events, or otherwise.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    We purchase materials from suppliers and sell our products around the world
and maintain investments in foreign subsidiaries, all denominated in a variety
of currencies. As a consequence, we are exposed to risks from fluctuations in
foreign currency exchange rates with respect to a number of currencies, changes
in government policies and legal and regulatory requirements, political
instability, transportation delays and the imposition of tariffs and export
controls. Among the more significant potential risks to us of the relative
fluctuations in foreign currency exchange rates is the relationship among and
between the U.S. dollar, Euro, Swiss franc, British pound, Swedish krona,
Japanese yen, Korean won and Singapore dollar.

                                       32
<PAGE>

    We have a program of entering into foreign exchange forward contracts to
minimize the risks associated with currency fluctuations on assets or
liabilities denominated in other than the functional currency of us or our
subsidiaries. It cannot be assured, however, that this program will effectively
offset all of our foreign currency risk related to these assets or liabilities.
These foreign exchange forward contracts do not qualify for hedge accounting in
accordance with SFAS No. 133, "Accounting for Derivative Investments and Hedging
Activities" ("SFAS No. 133") as amended.

    Other than this program, we do not attempt to reduce our foreign currency
exchange risks by entering into foreign currency management programs. As a
consequence, there can be no assurance that fluctuations in foreign currency
exchange rates in the future as a result of mismatches between local currency
revenues and expenses, the translation of foreign currencies into the U.S.
dollar, our financial reporting currency, or otherwise, will not adversely
affect our results of operations. Moreover, fluctuations in exchange rates could
affect the demand for our products.

    The losses resulting from changes in the fair value of these derivatives and
on transactions denominated in other than their functional currencies were
$125,000 and $62,000 for the three-month periods ended September 30, 2005 and
2004, respectively. These net losses are included in other expense, net in the
Condensed Consolidated Statements of Operations and include gross gains from
foreign exchange contracts of $48,000 and $19,000 in the three-month periods
ended September 30, 2005 and 2004, respectively. At September 30, 2005 and June
30, 2005, the notional amounts of our open foreign exchange forward contracts,
all with maturities of less than six months, were approximately $11.6 million
and $9.8 million, respectively.

     We performed a sensitivity analysis for the first quarter of fiscal 2006
assuming a hypothetical 10% adverse change in foreign currency exchange rates on
our foreign exchange forward contracts and our assets or liabilities denominated
in other than their functional currencies. In management's opinion, a 10%
adverse change in foreign currency exchange rates would not have a material
effect on these instruments or, therefore, our results of operations, financial
position or cash flows.

     We are exposed to adverse changes in interest rates primarily due to our
investment in cash and cash equivalents as well as our $75.0 million credit
facility. Market risk is estimated as the potential change in fair value
resulting from a hypothetical 1% adverse change in interest rates, which would
have been immaterial to our results of operations, financial position or cash
flows for the three months ended September 30, 2005. Please refer to Note 15 -
Long Term Debt and Capital Leases, for specifics related to our new credit
facility.

    As required by the terms of the Credit Agreement (see Note 15 - Long Term
Debt and Capital Leases), on January 27, 2005 we entered into a Master Agreement
with Manufacturers & Traders Trust Co. ("M&T Bank"), the purpose of which is to
protect against rising interest rates during the term of the Credit Agreement.
Under the Credit Agreement we are obligated to enter into one or more interest
rate swap agreements covering the interest payable with respect to at least 50%
of the outstanding principal amount of the Term Loan for a period of at least
three years. In connection with the Master Agreement (See Note 15 - Long Term
Debt and Capital Leases ), we entered into an interest rate swap transaction
effective January 31, 2005 and continuing through January 31, 2008,
corresponding with the repayment terms of the Credit Agreement. In accordance
with the interest rate swap transaction, we pay interest quarterly on the
notional amount at a fixed annualized rate of 3.87% to M&T Bank, and receive
interest quarterly on the same notional amount at the three-month LIBOR rate in
effect at the beginning of each quarterly reset period; except for the initial
period, which covered the two months ending March 31, 2005, in which the Company
received interest at a LIBOR rate of 2.64%. The initial notional amount was
$25.0 million and resets quarterly to 50% of the outstanding principal balance
with respect to the original amortization schedule as set forth in the Credit
Agreement. The net interest expense incurred on the swap during the three months
ended September 30, 2005 was approximately $22,000. The notional amount as of
September 30, 2005 was approximately $22.2 million. The fair value of the
interest rate swap as of September 30, 2005, is approximately $0.3 million and
approximates the amount that we would have received from M&T Bank if the Company
had canceled the transaction at September 30, 2005. The fair value is recorded
in Other current assets in the Condensed Consolidated Balance Sheet as of
September 30, 2005 and the change in fair value of $0.2 million is recognized in
Interest Income in the Condensed Consolidated Statement of Operations for the
three months ended September 30, 2005. This interest rate swap does not qualify
for hedge accounting in accordance with SFAS No. 133.

                                       33
<PAGE>

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

    The Company, under the supervision and with the participation of its
management, including the Chief Executive Officer and Chief Financial Officer,
evaluated the effectiveness of the design and operation of the Company's
"disclosure controls and procedures" (as defined in Rule 13a-15(e) under the
Exchange Act) as of the end of the period covered by this report. Based on that
evaluation, the Chief Executive Officer and the Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
recording, processing, summarizing and reporting, on a timely basis, information
relating to the Company and the Company's consolidated subsidiaries required to
be disclosed in the Company's reports filed or submitted under the Exchange Act.

Changes in Internal Controls Over Financial Reporting

    There have been no changes in the Company's internal control over financial
reporting during the quarter ended September 30, 2005 that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.

                                       34
<PAGE>

                               LECROY CORPORATION

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

    On January 15, 2003, LeCroy was sued by Sicom Systems ("Sicom") in the
United States District Court for the District of Delaware for patent
infringement of a U.S. patent relating to the graphical display of test limits.
LeCroy answered the complaint denying infringement and asserted a counterclaim
alleging the invalidity of the patent and that Sicom had abused the judicial
process by bringing a baseless patent infringement claim. On July 16, 2003,
LeCroy filed a Motion to Dismiss Sicom's case, contending that Sicom did not
have standing to bring the litigation. On November 20, 2003, the Court granted
LeCroy's Motion to Dismiss. On December 18, 2003, Sicom filed a Notice of Appeal
to the United States Court of Appeals for the Federal Circuit. On December 30,
2003, Sicom filed a new patent infringement lawsuit against LeCroy in the United
States District Court for the District of Delaware. Tektronix and Agilent
Technologies are also co-defendants in this new litigation. The complaint in
this new case is essentially the same as the complaint filed by Sicom on January
15, 2003, except that Sicom now states that it entered into an amendment to its
license agreement with the Canadian government on December 19, 2003, and that
Sicom now has the exclusive right to bring suit for infringement of the patent
in the United States. On January 5, 2004, Sicom filed a Notice and Order of
Dismissal of Appeal of its appeal to the Court of Appeals for the Federal
Circuit and the Order was entered on the following day. In LeCroy's responsive
pleading, LeCroy denied that it has infringed, or is infringing, the patent, and
contends that the patent is invalid. The defendants in this case, including us,
filed a Motion to Dismiss for lack of standing, contending that Sicom's amended
license agreement with Canada does not cure the standing defects that caused the
Court to dismiss the original lawsuit. The Court granted the Defendants' Motion
on October 5, 2004, dismissing the case with prejudice. On October 28, 2004,
Sicom filed a Notice of Appeal to the United States Court of Appeals for the
Federal Circuit from the September 30, 2004 order granting the Company's motion
to dismiss and the related memorandum opinion dated October 5, 2004. On October
18, 2005 the United States Court of Appeals for the Federal Circuit affirmed the
dismissal with prejudice.

    From time to time, the Company is involved in lawsuits, claims,
investigations and proceedings, including patent and environmental matters,
which arise in the ordinary course of business. There are no matters pending,
including that described above, that the Company expects to be material to its
business, results of operations, financial condition or cash flows.

                                       35

<PAGE>


ITEM 6. EXHIBITS


     Exhibit
     Number                              Description
     ------                              -----------
      2.1          Agreement and Plan of Merger,  dated as of September 1, 2004,
                   among the Registrant,  Cobalt  Acquisition Corporation  and
                   Computer  Access  Technology  Corporation,  filed as
                   Exhibit  2.1 to Form  8-K  dated September 2, 2004,
                   incorporated herein by reference.
      3.1          Certificate of  Incorporation  of the  Registrant as of
                   July 24, 1995,  filed as Exhibit 3.1 to Form S-1
                   Registration Statement No. 33-95620, incorporated herein by
                   reference.
      3.2          Amendment to the Certificate of Designation of the Series A
                   Convertible Redeemable Preferred Stock as of April 9, 2001,
                   filed as Exhibit 10.37 to Form 10-Q for the quarterly period
                   ended March 31, 2001, incorporated herein by reference.
      3.3          By-Laws of the Registrant,  as amended, dated August 16,
                   2000, filed as Exhibit 3.3 to Form 10-Q for the quarterly
                   period ended September 30, 2000, incorporated herein by
                   reference.
      10.1         Warrant to purchase 28,571 shares of the Registrant's Common
                   Stock, dated June 15, 2004, issued by the Registrant to
                   Capital Ventures International, filed as Exhibit 10.52 to
                   Form S-3 Registration Statement No. 333-1119730, incorporated
                   herein by reference.
      10.2         Warrant to purchase 250,000 shares of the Registrant's Common
                   Stock, dated June 30, 1999, issued by the Registrant to
                   certain investors named therein, filed as Exhibit 2.2 to Form
                   S-3 Registration Statement No. 333-88239, incorporated herein
                   by reference.
      10.3         Credit Agreement, dated as of October 29, 2004, among the
                   Registrant, the lenders party thereto and The Bank of New
                   York, as Administrative Agent, filed as Exhibit 10.14 to Form
                   8-K filed on November 2, 2004, incorporated herein by
                   reference.
      10.4         LeCroy  Corporation  Amended and Restated  1993 Stock
                   Incentive Plan filed as Exhibit 10.1 to Form S-1
                   Registration Statement No. 33-95620, incorporated herein by
                   reference.*
      10.5         Amendment to LeCroy Corporation Amended and Restated 1993
                   Stock Incentive Plan, filed as Exhibit 10.33 to Form 10-Q for
                   the quarterly period ended September 30, 2000, incorporated
                   herein by reference.*
      10.6         LeCroy  Corporation  1995  Non-Employee  Director  Stock
                   Option Plan filed as Exhibit  10.2 to Form S-1
                   Registration Statement No. 33-95620, incorporated herein by
                   reference.*
      10.7         LeCroy  Corporation  1995 Employee Stock Purchase Plan,
                   filed as Exhibit 10.3 to Form S-1  Registration
                   Statement No. 33-95620, incorporated herein by reference.*
      10.8         LeCroy Corporation 1998 Non-Employee Director Stock Option
                   Plan, incorporated by reference to Appendix A to the
                   Company's Definitive Proxy Statement filed on September 18,
                   1998.
      10.9         Amendment to the LeCroy Corporation 1998 Non-Employee
                   Director Stock Option Plan, dated August 16, 2000, filed as
                   Exhibit 10.34 to Form 10-Q for the quarterly period ended
                   September 30, 2000, incorporated herein by reference.*
      10.10        Amendment to the LeCroy Corporation 1998 Non-Employee
                   Director Stock Option Plan, dated October 25, 2000, filed as
                   Exhibit 10.35 to Form 10-Q for the quarterly period ended
                   September 30, 2000, incorporated herein by reference.*
      10.11        LeCroy Corporation's 2003 Stock Incentive Plan, incorporated
                   by reference to Appendix A to the Company's Definitive Proxy
                   Statement filed on September 26, 2003.*
      10.12        Form of Restricted  Stock  Purchase  Agreement,  filed as
                   Exhibit 10.41 to Form 10-K for the fiscal year ended June
                   30, 2002, incorporated herein by reference.*
      10.13        LeCroy Corporation Amended and Restated 1995 Employee Stock
                   Purchase Plan, incorporated by reference to Appendix B to the
                   Registrant's Definitive Proxy Statement filed on September
                   26, 2003.*
      10.14        LeCroy  Corporation's 2004 Employment  Inducement Stock Plan,
                   filed as Exhibit 10.5 to Form 8-K filed on November 2, 2004,
                   incorporated herein by reference.*
      10.15        Computer Access  Technology Corporation Special 2000 Stock
                   Option Plan, filed as Exhibit 10.7 to Form 8-K filed on
                   November 2, 2004, incorporated herein by reference.*

                                       36
<PAGE>

      10.16        Amendments to Computer Access Technology Corporation 2000
                   Special Stock Option Plan, filed as Exhibit 10.11 to Form 8-K
                   filed on November 2, 2004, incorporated herein by reference.*
      10.17        Amendment to LeCroy  Corporation  (CATC)  Special 2000 Stock
                   Option Plan,  filed as Exhibit 10.2 to Form 8-K filed on
                   November 19, 2004, incorporated herein by reference.*
      10.18        Computer Access Technology  Corporation  2000 Stock
                   Incentive Plan, filed as Exhibit 10.8 to Form 8-K
                   filed on November 2, 2004, incorporated herein by reference.*
      10.19        Amendments to Computer Access Technology Corporation 2000
                   Stock Incentive Plan, filed as Exhibit 10.12 to Form 8-K
                   filed on November 2, 2004, incorporated herein by reference.*
      10.20        Amendment to LeCroy  Corporation  (CATC) 2000 Stock
                   Incentive  Plan,  filed as Exhibit 10.3 to Form 8-K
                   filed on November 19, 2004, incorporated herein by
                   reference.*
      10.21        Computer Access  Technology Corporation 1994 Stock Option
                   Plan, filed as Exhibit 10.9 to Form 8-K filed on November
                   2, 2004, incorporated herein by reference.*
      10.22        Amendments to Computer Access  Technology  Corporation 1994
                   Stock Option Plan, filed as Exhibit 10.13 to Form 8-K filed
                   on November 2, 2004, incorporated herein by reference.*
      10.23        Amendment to LeCroy  Corporation  (CATC) 1994 Stock Option
                   Plan, filed as Exhibit 10.4 to Form 8-K filed on November
                   19, 2004, incorporated herein by reference.*
      10.24        Employee Agreement  Regarding  Inventions,  Confidentiality
                   and  Non-Competition,  dated as of March 28, 1995,  between
                   the  Registrant and Lutz. P. Henckels, filed as Exhibit
                   10.12 to Form S-1  Registration Statement No. 33-95620,
                   incorporated herein by reference.*
      10.25        Employee Agreement Regarding  Inventions, Confidentiality
                   and  Non-Competition, dated as of March 28, 1995, between
                   the Registrant and Walter O. LeCroy,  Jr., filed as Exhibit
                   10.13 to Form S-1 Registration Statement No. 33-95620,
                   incorporated herein by reference.*
      10.26        Form of  Indemnification  Agreement, between the Registrant
                   and each of its executive officers and directors filed as
                   Exhibit 10.29 to Form S-1 Registration  Statement
                   No. 33-95620,  incorporated  herein by reference.*
      10.27        Employment Agreement, dated August 13, 2001, between the
                   Registrant and R. Scott Bausback, filed as Exhibit 10.38 to
                   Form 10-Q for the quarterly period ended December 31, 2001,
                   incorporated herein by reference.*
      10.28        Separation Agreement, dated August 19, 2004, between the
                   Registrant and R. Scott Bausback, filed as Exhibit 10.50 to
                   Form 10-K for the fiscal year ended June 30, 2004,
                   incorporated herein by reference.*
      10.29        Amended and Restated Employment Agreement, dated January 18,
                   2002, between the Registrant and Lutz P. Henckels, filed as
                   Exhibit 10.39 to Form 10-Q for the quarterly period ended
                   December 31, 2001, incorporated herein by reference.*
      10.30        Amendment No. 1 to the Amended and Restated Employment
                   Agreement, dated November 25, 2003, between the Registrant
                   and Lutz P. Henckels, filed as Exhibit 99.1 to Form 8-K filed
                   on December 1, 2003, incorporated by reference herein.*
      10.31        Employment Agreement, dated January 1, 2002, between the
                   Registrant and Thomas H. Reslewic, filed as Exhibit 10.40 to
                   Form 10-Q for the quarterly period ended March 31, 2003,
                   incorporated herein by reference.*
      10.32        Amendment No. 1 to Employment Agreement, dated December 16,
                   2002, between the Registrant and Thomas H. Reslewic, filed as
                   Exhibit 10.43 to Form 10-Q for the quarterly period ended
                   March 31, 2003, incorporated herein by reference.*
      10.33        Separation Agreement, dated August 19, 2004, between the
                   Registrant and Thomas H. Reslewic, filed as Exhibit 10.49 to
                   Form 10-K for the fiscal year ended June 30, 2004,
                   incorporated herein by reference.*
      10.34        Separation Agreement, dated January 6, 2003, between the
                   Registrant and Raymond F. Kunzmann, filed as Exhibit 10.42 to
                   Form 10-Q for the quarterly period ended December 31, 2002,
                   incorporated herein by reference.*
      10.35        Form of Separation Agreement between the Registrant and
                   certain of its executive officers, filed as Exhibit 10.51 to
                   Form 10-K for the fiscal year ended June 30, 2004,
                   incorporated herein by reference.*
      10.36        Employment Agreement, dated September 1, 2004 and effective
                   October 29, 2004, between the Registrant and Carmine
                   Napolitano, filed as Exhibit 10.1 to Form 8-K filed on
                   November 2, 2004, incorporated herein by reference.*

                                       37
<PAGE>

      10.37        Amendment No. 1 to Employment Agreement, dated September 30,
                   2004 and effective October 29, 2004, between the Registrant
                   and Carmine Napolitano, filed as Exhibit 10.2 to Form 8-K
                   filed on November 2, 2004, incorporated herein by reference.*
      10.38        Services Agreement, dated August 31, 2004, between Computer
                   Access Technology Corporation and Dan Wilnai, filed as
                   Exhibit 10.3 to Form 8-K filed on November 2, 2004,
                   incorporated herein by reference.*
      10.39        Employment Agreement, dated August 31, 2004, between Computer
                   Access Technology Corporation and Peretz Tzarnotsky, filed as
                   Exhibit 10.4 to Form 8-K filed on November 2, 2004,
                   incorporated herein by reference.*
      31.1         Certification by the Chief Executive Officer pursuant to Rule
                   13a-14(a) under the Securities Exchange Act of 1934.
      31.2         Certification by the Chief Financial Officer pursuant to Rule
                   13a-14(a) under the Securities Exchange Act of 1934.
      32.1         Certification by the Chief Executive Officer pursuant to
                   18 U.S.C. Section 1350.
      32.2         Certification by the Chief Financial Officer pursuant to
                   18 U.S.C. Section 1350.

* Indicates management contract or compensatory plan, contract or arrangement.

                                       38
<PAGE>



                                    SIGNATURE

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.

Date: November 10, 2005        LeCROY CORPORATION

                               /s/ Scott D. Kantor
                               -----------------------------------------------
                                   Scott D. Kantor
                                   Vice President and Chief Financial Officer,
                                   Secretary and Treasurer


                                       39
<PAGE>


                                  EXHIBIT INDEX


   Exhibit
    Number                       Description
  ---------                 ---------------------
      2.1          Agreement and Plan of Merger, dated as of September 1, 2004,
                   among the Registrant, Cobalt Acquisition Corporation and
                   Computer Access Technology Corporation, filed as Exhibit
                   2.1 to Form  8-K  dated September 2, 2004, incorporated
                   herein by reference.
      3.1          Certificate of Incorporation of the Registrant as of
                   July 24, 1995, filed as Exhibit 3.1 to Form S-1
                   Registration Statement No. 33-95620, incorporated herein by
                   reference.
      3.2          Amendment to the Certificate of Designation of the Series A
                   Convertible Redeemable Preferred Stock as of April 9, 2001,
                   filed as Exhibit 10.37 to Form 10-Q for the quarterly period
                   ended March 31, 2001, incorporated herein by reference.
      3.3          By-Laws of the Registrant, as amended, dated August 16, 2000,
                   filed as Exhibit 3.3 to Form 10-Q for the quarterly period
                   ended September 30, 2000, incorporated herein by reference.
      10.1         Warrant to purchase 28,571 shares of the Registrant's Common
                   Stock, dated June 15, 2004, issued by the Registrant to
                   Capital Ventures International, filed as Exhibit 10.52 to
                   Form S-3 Registration Statement No. 333-1119730, incorporated
                   herein by reference.
      10.2         Warrant to purchase 250,000 shares of the Registrant's Common
                   Stock, dated June 30, 1999, issued by the Registrant to
                   certain investors named therein, filed as Exhibit 2.2 to Form
                   S-3 Registration Statement No. 333-88239, incorporated herein
                   by reference.
      10.3         Credit Agreement, dated as of October 29, 2004, among the
                   Registrant, the lenders party thereto and The Bank of New
                   York, as Administrative Agent, filed as Exhibit 10.14 to Form
                   8-K filed on November 2, 2004, incorporated herein by
                   reference.
      10.4         LeCroy Corporation Amended and Restated 1993 Stock Incentive
                   Plan filed as Exhibit 10.1 to Form S-1 Registration
                   Statement No. 33-95620, incorporated herein by reference.*
      10.5         Amendment to LeCroy Corporation Amended and Restated 1993
                   Stock Incentive Plan, filed as Exhibit 10.33 to Form 10-Q for
                   the quarterly period ended September 30, 2000, incorporated
                   herein by reference.*
      10.6         LeCroy Corporation 1995 Non-Employee Director Stock Option
                   Plan filed as Exhibit 10.2 to Form S-1
                   Registration Statement No. 33-95620, incorporated herein by
                   reference.*
      10.7         LeCroy Corporation 1995 Employee Stock Purchase Plan, filed
                   as Exhibit 10.3 to Form S-1 Registration Statement
                   No. 33-95620, incorporated herein by reference.*
      10.8         LeCroy Corporation 1998 Non-Employee Director Stock Option
                   Plan, incorporated by reference to Appendix A to the
                   Company's Definitive Proxy Statement filed on September 18,
                   1998.
      10.9         Amendment to the LeCroy Corporation 1998 Non-Employee
                   Director Stock Option Plan, dated August 16, 2000, filed as
                   Exhibit 10.34 to Form 10-Q for the quarterly period ended
                   September 30, 2000, incorporated herein by reference.*
      10.10        Amendment to the LeCroy Corporation 1998 Non-Employee
                   Director Stock Option Plan, dated October 25, 2000, filed as
                   Exhibit 10.35 to Form 10-Q for the quarterly period ended
                   September 30, 2000, incorporated herein by reference.*
      10.11        LeCroy Corporation's 2003 Stock Incentive Plan, incorporated
                   by reference to Appendix A to the Company's Definitive Proxy
                   Statement filed on September 26, 2003.*
      10.12        Form of Restricted Stock Purchase Agreement, filed as
                   Exhibit 10.41 to Form 10-K for the fiscal year ended June
                   30, 2002, incorporated herein by reference.*
      10.13        LeCroy Corporation Amended and Restated 1995 Employee Stock
                   Purchase Plan, incorporated by reference to Appendix B to the
                   Registrant's Definitive Proxy Statement filed on September
                   26, 2003.*
      10.14        LeCroy Corporation's 2004 Employment Inducement Stock Plan,
                   filed as Exhibit 10.5 to Form 8-K filed on November 2, 2004,
                   incorporated herein by reference.*
      10.15        Computer Access Technology Corporation Special 2000 Stock
                   Option Plan,  filed as Exhibit 10.7 to Form 8-K filed on
                   November 2, 2004, incorporated herein by reference.*

                                       40
<PAGE>

      10.16        Amendments to Computer Access Technology Corporation 2000
                   Special Stock Option Plan, filed as Exhibit 10.11 to Form 8-K
                   filed on November 2, 2004, incorporated herein by reference.*
      10.17        Amendment to LeCroy Corporation (CATC) Special 2000 Stock
                   Option Plan, filed as Exhibit 10.2 to Form 8-K filed on
                   November 19, 2004, incorporated herein by reference.*
      10.18        Computer Access Technology Corporation 2000 Stock Incentive
                   Plan, filed as Exhibit 10.8 to Form 8-K filed on November 2,
                   2004, incorporated herein by reference.*
      10.19        Amendments to Computer Access Technology Corporation 2000
                   Stock Incentive Plan, filed as Exhibit 10.12 to Form 8-K
                   filed on November 2, 2004, incorporated herein by reference.*
      10.20        Amendment to LeCroy Corporation (CATC) 2000 Stock Incentive
                   Plan,  filed as Exhibit 10.3 to Form 8-K filed on November
                   19, 2004, incorporated herein by reference.*
      10.21        Computer Access Technology Corporation 1994 Stock Option
                   Plan, filed as Exhibit 10.9 to Form 8-K filed on November 2,
                   2004, incorporated herein by reference.*
      10.22        Amendments to Computer Access Technology Corporation 1994
                   Stock Option Plan, filed as Exhibit 10.13 to Form 8-K filed
                   on November 2, 2004, incorporated herein by reference.*
      10.23        Amendment to LeCroy Corporation (CATC) 1994 Stock Option
                   Plan, filed as Exhibit 10.4 to Form 8-K filed on November
                   19, 2004, incorporated herein by reference.*
      10.24        Employee Agreement Regarding Inventions, Confidentiality and
                   Non-Competition, dated as of March 28, 1995, between the
                   Registrant and Lutz. P. Henckels, filed as Exhibit 10.12 to
                   Form S-1  Registration Statement No. 33-95620, incorporated
                   herein by reference.*
      10.25        Employee Agreement Regarding Inventions, Confidentiality and
                   Non-Competition, dated as of March 28, 1995, between the
                   Registrant and Walter O. LeCroy,  Jr., filed as Exhibit
                   10.13 to Form S-1 Registration Statement No. 33-95620,
                   incorporated herein by reference.*
      10.26        Form of Indemnification Agreement, between the Registrant
                   and each of its executive officers and directors filed as
                   Exhibit 10.29 to Form S-1 Registration Statement
                   No. 33-95620, incorporated  herein by reference.*
      10.27        Employment Agreement, dated August 13, 2001, between the
                   Registrant and R. Scott Bausback, filed as Exhibit 10.38 to
                   Form 10-Q for the quarterly period ended December 31, 2001,
                   incorporated herein by reference.*
      10.28        Separation Agreement, dated August 19, 2004, between the
                   Registrant and R. Scott Bausback, filed as Exhibit 10.50 to
                   Form 10-K for the fiscal year ended June 30, 2004,
                   incorporated herein by reference.*
      10.29        Amended and Restated Employment Agreement, dated January 18,
                   2002, between the Registrant and Lutz P. Henckels, filed as
                   Exhibit 10.39 to Form 10-Q for the quarterly period ended
                   December 31, 2001, incorporated herein by reference.*
      10.30        Amendment No. 1 to the Amended and Restated Employment
                   Agreement, dated November 25, 2003, between the Registrant
                   and Lutz P. Henckels, filed as Exhibit 99.1 to Form 8-K filed
                   on December 1, 2003, incorporated by reference herein.*
      10.31        Employment Agreement, dated January 1, 2002, between the
                   Registrant and Thomas H. Reslewic, filed as Exhibit 10.40 to
                   Form 10-Q for the quarterly period ended March 31, 2003,
                   incorporated herein by reference.*
      10.32        Amendment No. 1 to Employment Agreement, dated December 16,
                   2002, between the Registrant and Thomas H. Reslewic, filed as
                   Exhibit 10.43 to Form 10-Q for the quarterly period ended
                   March 31, 2003, incorporated herein by reference.*
      10.33        Separation Agreement, dated August 19, 2004, between the
                   Registrant and Thomas H. Reslewic, filed as Exhibit 10.49 to
                   Form 10-K for the fiscal year ended June 30, 2004,
                   incorporated herein by reference.*
      10.34        Separation Agreement, dated January 6, 2003, between the
                   Registrant and Raymond F. Kunzmann, filed as Exhibit 10.42 to
                   Form 10-Q for the quarterly period ended December 31, 2002,
                   incorporated herein by reference.*
      10.35        Form of Separation Agreement between the Registrant and
                   certain of its executive officers, filed as Exhibit 10.51 to
                   Form 10-K for the fiscal year ended June 30, 2004,
                   incorporated herein by reference.*
      10.36        Employment Agreement, dated September 1, 2004 and effective
                   October 29, 2004, between the Registrant and Carmine
                   Napolitano, filed as Exhibit 10.1 to Form 8-K filed on
                   November 2, 2004, incorporated herein by reference.*

                                       41
<PAGE>

      10.37        Amendment No. 1 to Employment Agreement, dated September 30,
                   2004 and effective October 29, 2004, between the Registrant
                   and Carmine Napolitano, filed as Exhibit 10.2 to Form 8-K
                   filed on November 2, 2004, incorporated herein by reference.*
      10.38        Services Agreement, dated August 31, 2004, between Computer
                   Access Technology Corporation and Dan Wilnai, filed as
                   Exhibit 10.3 to Form 8-K filed on November 2, 2004,
                   incorporated herein by reference.*
      10.39        Employment Agreement, dated August 31, 2004, between Computer
                   Access Technology Corporation and Peretz Tzarnotsky, filed as
                   Exhibit 10.4 to Form 8-K filed on November 2, 2004,
                   incorporated herein by reference.*
      31.1         Certification by the Chief Executive Officer pursuant to Rule
                   13a-14(a) under the Securities Exchange Act of 1934.
      31.2         Certification by the Chief Financial Officer pursuant to Rule
                   13a-14(a) under the Securities Exchange Act of 1934.
      32.1         Certification by the Chief Executive Officer pursuant to
                   18 U.S.C. Section 1350.
      32.2         Certification by the Chief Financial Officer pursuant to
                   18 U.S.C. Section 1350.

* Indicates management contract or compensatory plan, contract or arrangement.

                                      42