================================================================================

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

                                   FORM 10-Q/A

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the Quarterly Period Ended December 31, 2000

                                       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 other jurisdiction                          (I.R.S. Employer
of Incorporation or organization)                      Identification No.)

             700 CHESTNUT RIDGE ROAD, CHESTNUT RIDGE, NEW YORK 10977
             (Address of principal executive office)        (Zip Code)

       Registrant's telephone number, including area code: (845) 425-2000

Indicate by check mark ("X") whether the Registrant: (1) has filed all reports
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

           CLASS                           OUTSTANDING AT JANUARY 22, 2001
           -----                           -------------------------------
Common stock, par value $.01 share                    8,481,293

================================================================================

<PAGE>
                               LECROY CORPORATION

                                EXPLANATORY NOTE

     LeCroy Corporation hereby amends its Quarterly Report on Form 10-Q for the
     quarter and year to date periods ended on December 31, 2000 and 1999 for
     the following:

     o   The adoption of the Financial Accounting Standards Board's Emerging
         Issues Task Force ("EITF") Issue No. 00-27 "Application of EITF Issue
         No. 95-5, `Accounting for Convertible Securities with Beneficial
         Conversion Features or Contingently Adjustable Conversion Ratios,' to
         Certain Convertible Instruments." As a result of adopting EITF No.
         00-27, the Company recorded a $1.8 million, or $0.21 per diluted share,
         non-cash conversion discount charge in the second quarter of fiscal
         2001 presented as the cumulative effect of a change in accounting
         principle in determining net income available to common shareholders
         (see Note 10 to the Condensed Consolidated Financial Statements).

     o   The accrual of the 12% compounding annual dividend on the Company's
         Redeemable Convertible Preferred Stock which is payable upon
         liquidation or redemption. As a result of recording this dividend, Net
         income (loss) available to common stockholders has been reduced by
         $336,000 and $300,000 for the second quarters of fiscal 2001 and 2000,
         respectively, or $0.03 per diluted share from continuing operations,
         and by $672,000 and $600,000 for the six months ended December 31, 2000
         and 1999, or $0.08 and $0.07 per diluted share from continuing
         operations, respectively (see Note 8 to the Condensed Consolidated
         Financial Statements).

                                      INDEX
                                                                          Page
                                                                          ----
PART I           FINANCIAL INFORMATION

  Item 1.        Financial Statements:
                 Condensed Consolidated Balance Sheets                      3
                 Condensed Consolidated Statements of Operations            4
                 Condensed Consolidated Statements of Cash Flows            5
                 Notes to Condensed Consolidated Financial Statements     6 - 9

  Item 2.        Management's Discussion and Analysis of Financial
                 Condition and Results of Operations
                                                                         10 - 13

PART II          OTHER INFORMATION                                         14

                 Signatures                                                14

<PAGE>
                               LECROY CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                                   December 31,          June 30,
In thousands                                                                           2000                2000
---------------------------------------------------------------------------------------------------------------------
                                                                                    (Restated)          (Restated)

                                     ASSETS
<S>                                                                                  <C>               <C>
Current assets:
     Cash and cash equivalents                                                       $ 10,617          $  9,051
     Accounts receivable, net                                                          26,647            27,788
     Inventories, net                                                                  27,390            24,389
     Other current assets                                                               2,916             1,953
     Net assets of discontinued operations                                                481             4,996
                                                                                     --------          --------
             Total current assets                                                      68,051            68,177

Property and equipment, net                                                            15,444            15,093
Marketable securities                                                                   1,863             2,870
Other assets                                                                           16,152            14,709
                                                                                     --------          --------
TOTAL ASSETS                                                                         $101,510          $100,849
                                                                                     ========          ========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Current debt                                                                    $      -          $ 11,000
     Accounts payable                                                                  18,262            16,309
     Accrued expenses and other liabilities                                            18,064            16,739
                                                                                     --------          --------
             Total current liabilities                                                 36,326            44,048

Other liabilities                                                                         974                 -

Redeemable convertible preferred stock                                                 10,541             9,692

Stockholders' equity:
     Common stock                                                                          84                78
     Additional paid-in capital                                                        49,925            41,911
     Warrants to purchase common stock                                                  3,214             1,848
     Accumulated other comprehensive loss                                              (5,690)           (4,629)
     Retained earnings                                                                  6,136             7,901
                                                                                     --------          --------
             Total stockholders' equity                                                53,669            47,109
                                                                                     --------          --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                           $101,510          $100,849
                                                                                     ========          ========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>
                               LECROY CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
------------------------------------------------------------ -------------------------------    -------------------------------
                                                                   Three months ended                  Six months ended
                                                                      December 31,                       December 31,
In thousands, except per share data                               2000            1999               2000            1999
------------------------------------------------------------ --------------- ---------------    --------------- ---------------
                                                              (Restated)      (Restated)         (Restated)      (Restated)
Revenues:
<S>                                                             <C>             <C>                <C>            <C>
      Digital oscilloscopes and related products                $  32,206       $ 26,973           $  58,563      $    50,596
      High energy physics products                                    778          1,320               1,765            2,757
      Service and other                                             1,678          1,642               3,468            3,488
                                                                ---------       --------           ---------      -----------
        Total revenues                                             34,662         29,935              63,796           56,841

Cost of sales                                                      16,920         15,739              31,416           29,636
                                                                ---------       --------           ---------      -----------
Gross profit                                                       17,742         14,196              32,380           27,205
Operating expenses:
      Selling, general and administrative                          11,488          9,508              21,377           18,421
      Research and development                                      3,884          3,287               7,764            7,261
                                                                ---------       --------           ---------      -----------
        Total operating expenses                                   15,372         12,795              29,141           25,682

Operating income                                                    2,370          1,401               3,239            1,523

Gain on sales of marketable securities                                  -          2,460                   -            2,460
Other (expense) income, net                                          (245)           449                (247)             239
                                                                ---------       --------           ---------      -----------
Income from continuing operations before income taxes               2,125          4,310               2,992            4,222
Provision for income taxes                                            414          1,362                 515            1,334
                                                                ---------       --------           ---------      -----------
Income from continuing operations                                   1,711          2,948               2,477            2,888
                                                                ---------       --------           ---------      -----------
Discontinued operations:
      Loss from discontinued operations, net of tax
        benefit of $412 and $1,111 in the second                $       -       $   (733)          $  (2,399)     $    (2,368)
        quarter and six months ended December 31, 1999
      Gain on sale                                                      -              -                 854                -
                                                                ---------       --------           ---------      -----------
      Loss from discontinued operations                                 -           (733)             (1,545)          (2,368)
                                                                ---------       --------           ---------      -----------
Net income                                                          1,711          2,215                 932              520
Charges related to convertible preferred stock                        424            385                 849              769
Cumulative effect of accounting change                              1,848              -               1,848                -
                                                                ---------       --------           ---------      -----------
Net (loss) income available to common stockholders              $    (561)      $  1,830           $  (1,765)     $      (249)
                                                                =========       ========           =========      ===========
Income (loss) per common share - basic:
      Income from continuing operations                         $    0.15       $   0.33           $    0.20      $      0.27
      Loss from discontinued operations                                 -          (0.09)              (0.19)           (0.30)
      Cumulative effect of accounting change                        (0.22)             -               (0.22)               -
                                                                ---------       --------           ---------      -----------
      Net (loss) income                                         $   (0.07)      $   0.24           $   (0.21)     $     (0.03)
                                                                =========       ========           =========      ===========
Income (loss) per common share - diluted:
      Income from continuing operations                         $    0.15       $   0.32           $    0.19      $      0.27
      Loss from discontinued operations                                 -          (0.09)              (0.18)           (0.30)
      Cumulative effect of accounting change                        (0.21)             -               (0.22)               -
                                                                ---------       --------           ---------      -----------
      Net (loss) income                                         $   (0.06)      $   0.23           $   (0.21)     $     (0.03)
                                                                =========       ========           =========      ===========
Weighted average number of common shares:
      Basic                                                         8,490          7,738               8,321            7,723
      Diluted                                                       8,872          7,912               8,575            7,985
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>
                               LECROY CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                                            Six Months Ended
                                                                                               December 31,
In thousands                                                                              2000             1999
---------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                         $    932         $    520
     Adjustments for noncash items included in operating activities:
     Depreciation and amortization                                                         2,404            2,667
     Gain on sale of marketable securities                                                     -           (2,460)
     Change in operating asset and liability components:
          Accounts receivable                                                                276            4,274
          Inventories                                                                     (3,037)          (3,471)
          Prepaid expenses and other assets                                               (1,220)             503
          Accounts payable, accrued expenses and other liabilities, and deferred
             compensation                                                                 (1,131)          (3,609)
                                                                                        --------         --------

Net cash used by operating activities                                                     (1,776)          (1,576)
                                                                                        --------         --------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                                   (2,546)          (3,147)
     Investment in computer software                                                        (956)            (381)
     Proceeds from sale of marketable securities                                               -            7,587
     Proceeds from sale of business segment                                               12,000                -
                                                                                        --------         --------
Net cash provided by investing activities                                                  8,498            4,059
                                                                                        --------         --------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Net change in short-term debt                                                             -           (1,630)
     Borrowings under line of credit and capital leases                                      500            3,600
     Repayment of borrowings under line of credit                                        (11,000)               -
     Proceeds from the issuance of common stock                                            4,767                -
     Proceeds from exercise of stock option and purchase plans                               540              485
     Costs related to the issuance of preferred stock                                          -              (61)
                                                                                        --------         --------
Net cash (used in) provided by financing activities                                       (5,193)           2,394
                                                                                        --------         --------
Effect of exchange rate changes on cash                                                       37             (477)
                                                                                        --------         --------
     Increase in cash and cash equivalents                                                 1,566            4,400
     Cash and cash equivalents at beginning of the period                                  9,051            1,791
                                                                                        --------         --------
     Cash and cash equivalents at end of the period                                     $ 10,617         $  6,191
                                                                                        ========         ========
</TABLE>
     See accompanying notes to condensed consolidated financial statements.

                                       5
 <PAGE>
                               LECROY CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

1.   BASIS OF PRESENTATION

     In the opinion of management, the accompanying unaudited interim condensed
consolidated financial statements reflect all adjustments of a normal and
recurring nature necessary to present fairly the results for the interim periods
presented.

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. The year-end balance sheet data was derived from
audited financial statements, but does not include all disclosures required by
generally accepted accounting principles. It is suggested that these condensed
statements be read in conjunction with the Company's most recent Form 10-K,
10K/A and Annual Report as of June 30, 2000.

     This Form 10-Q/A contains forward-looking statements, which involve risks
and uncertainties. The Company's actual results may differ significantly from
the results discussed in the forward-looking statements. Factors that might
cause the Company's actual results or activities to differ materially from these
forward-looking statements include but are not limited to: the effect of
economic conditions, including the effect on purchases by the Company's
customers; competitive factors, including pricing pressures, technological
developments and products offered by competitors; changes in product sales and
mix; the Company's ability to deliver a timely flow of competitive new products
and market acceptance of these products; inventory risks due to changes in
market demand or the Company's business strategies; currency fluctuations; risks
due to an interruption in supply or an increase in price for the Company's
parts, components and subassemblies; and other risk factors listed from time to
time in the Company's reports filed with the Securities and Exchange Commission
and press releases.

     Results for the interim period are not necessarily indicative of the
results that may be expected for the entire year.

2.   DISCONTINUED OPERATIONS

     In August 2000, the Company announced its intention to divest its Vigilant
Networks segment, which was comprised of its Vigilant Networks, Inc. and
Digitech Industries, Inc. subsidiaries. On August 25, 2000, the Company closed
on the sale of the assets and business of Vigilant and a portion of the assets
and business of Digitech for gross proceeds of $12.0 million in cash. The buyer
also assumed certain liabilities of Vigilant. In connection with the sale, the
Company issued warrants to purchase 200,000 shares of LeCroy Common Stock at
$10.05 per share to the buyer. Using the Black-Scholes option-pricing model,
these warrants were valued at approximately $1.3 million. The remaining business
of Digitech will be discontinued. After deducting the value of these warrants,
along with fees and certain retained liabilities, the Company recorded a gain on
the sale of the assets and business of $854,000.

     The Condensed Consolidated Statements of Operations have been restated to
segregate the operating results of the Vigilant Networks segment and to report
them as "Loss from discontinued operations" for all periods presented. Operating
losses of the segment prior to the measurement date as a discontinued operation
were $2.4 million in fiscal 2001. In addition, the net assets of the Vigilant
Networks segment that were sold in August 2000, along with the assets related to
any remaining portion of the Vigilant Networks segment not included in the sale
but which will be discontinued, have been reclassified as "Net assets of
discontinued operations" on the Consolidated Balance Sheet for all periods
presented.

                                       6
<PAGE>
                               LECROY CORPORATION

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

                                   (UNAUDITED)

3.   COMPREHENSIVE INCOME (LOSS)

     For the three months ended December 31, 2000, the Company's comprehensive
income totaled $2.2 million, compared to a comprehensive loss of $1.4 million
for the three months ended December 31, 1999. Comprehensive income for the three
months ended December 31, 2000 included foreign currency translation gains of
$1.0 million and unrealized losses on marketable equity securities classified as
available for sale of $447,000. Comprehensive loss for the three months ended
December 31, 1999 included foreign currency translation losses of $1.2 million
and unrealized losses on marketable equity securities classified as available
for sale of $2.4 million.

     For the six months ended December 31, 2000 the Company's comprehensive loss
was $131,000 compared to a comprehensive income of $2.0 million for the six
months ended December 31, 1999. The comprehensive loss for the six months ended
December 31, 2000, included foreign currency translation losses of $309,000 and
an unrealized loss on marketable equity securities classified as available for
sale of $754,000. Comprehensive income for the six months ended December 31,
1999 included foreign currency translation losses of approximately $200,000 and
unrealized gains on marketable equity securities classified as available for
sale of $1.6 million.

     The cumulative foreign currency translation losses were $5.8 million at
December 31, 2000 and $5.5 million at June 30, 2000. The cumulative unrealized
gains on marketable equity securities classified as available for sale were
$114,000 at December 31, 2000 and $868,000 at June 30, 2000.

4.   INVENTORIES

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

<TABLE>
<CAPTION>
                                                                       December 31,         June 30,
                                                                           2000               2000
                                                                           ----               ----
<S>                                                                     <C>                <C>
        Raw materials................................................   $  8,587           $  6,863
        Work in process..............................................      6,389              7,348
        Finished goods...............................................     12,414             10,178
                                                                        --------           --------
                                                                        $ 27,390           $ 24,389
                                                                        ========           ========
</TABLE>

5.   PROPERTY AND EQUIPMENT

     Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                                                       December 31,         June 30,
                                                                           2000               2000
                                                                           ----               ----
<S>                                                                     <C>                <C>
        Land and building............................................   $ 12,075           $ 11,729
        Furniture, machinery and equipment...........................     27,376             28,098
                                                                        --------           --------
                                                                          39,451             39,827
        Less: Accumulated depreciation and amortization..............    (24,007)           (24,734)
                                                                        --------           --------
        Property and equipment, net..................................   $ 15,444           $ 15,093
                                                                        ========           ========
</TABLE>

                                       7

<PAGE>
                               LECROY CORPORATION

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

                                   (UNAUDITED)

6.   ACCRUED EXPENSES AND OTHER LIABILITIES

     Accrued expenses and other liabilities consist of the following:

<TABLE>
<CAPTION>
                                                                       December 31,         June 30,
                                                                           2000               2000
                                                                           ----               ----
<S>                                                                     <C>                <C>
        Compensation and benefits.....................................  $  6,159           $  6,527
        Income taxes..................................................     3,565              3,247
        Other.........................................................     8,340              6,965
                                                                        --------           --------
                                                                        $ 18,064           $ 16,739
                                                                        ========           ========
</TABLE>

7.   CAPITAL STOCK

     In August 2000, the Company sold 517,520 shares of its Common Stock for
gross proceeds of $5.2 million. Proceeds from this sale of securities were used
to repay existing indebtedness, fund working capital requirements and other
general corporate purposes.

     In July 2000, the Company issued 100,000 shares of its Common Stock to
acquire all of the outstanding common stock of Lightspeed Electronics
Corporation ("Lightspeed"). The acquisition of Lightspeed was recorded using the
purchase method of accounting. The excess of cost over net assets acquired of
$1.0 million is being amortized over five years.

8.   REDEEMABLE CONVERTIBLE PREFERRED STOCK

     On June 30, 1999 (the "Closing"), the Company completed a private placement
of 500,000 shares of convertible redeemable preferred stock (the "Preferred
Stock") for proceeds of $10 million. The shares of the Preferred Stock are
convertible at any time by the holders into 500,000 shares of Common Stock.
After the fifth anniversary of the Closing, the holders may redeem their shares
at cost plus a 12% compounding annual dividend since the date of issue. The
shares of Preferred Stock automatically convert to Common Stock on a one-for-one
basis in the event of a firmly underwritten public offering raising at least $20
million, provided that the price per share is at least $28 if the public
offering takes place prior to the first anniversary of the closing, at least $36
prior to the second anniversary of the Closing and at least $40 if the offering
takes place after the second anniversary of the Closing (an "automatic
conversion"). Upon an automatic conversion, the holders of the Preferred Stock
will also receive payment of all accrued 12% dividends from the issue date to
the conversion date. The holders of the preferred stock are also entitled to
payment of the 12% compounding annual dividend in the event of a liquidation of
the Company or upon a merger or sale of substantially all of the Company's
assets.

     Through the second quarter of fiscal 2001, the Company did not reflect the
accrual of the 12% compounding annual dividend that would be paid under the
circumstances described above. Based on recent communications provided by the
Securities and Exchange Commission to the Company regarding the required
accounting for such dividends, the Company has restated its historical financial
statements to reflect the amount that should have been accrued since July 1,
1999. The accrual of this dividend does not impact net income since such
dividends are charged directly to retained earnings. This dividend has reduced
Net income available to common stockholders by $336,000 and $300,000 for the
second quarters of fiscal 2001 and 2000, respectively, or $0.03 per diluted
share from continuing operations, and by $672,000 and $600,000 for the six
months ended December 31, 2000 and 1999, or $0.08 and $0.07 per diluted share
from continuing operations, respectively. The effect on Net income available to
common stockholders per basic share from continuing operations was a reduction
of $0.04 for the second quarters of fiscal 2001 and 2000 and $0.08 per basic
share from continuing operations for the six months ended December 31, 2000 and
1999.

                                       8

<PAGE>
                               LECROY CORPORATION

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

                                   (UNAUDITED)

9.   SALE OF MARKETABLE EQUITY SECURITIES

     In a series of transactions in October 1999, the Company sold 2.691 million
shares of marketable securities representing an investment in a strategic
partner for net proceeds of approximately $7.6 million. As a result of this
sale, the Company recorded a pretax gain of approximately $2.5 million in the
second quarter of fiscal year 2000.

10.  NEW PRONOUNCEMENTS

Accounting for Convertible Securities with Beneficial Conversion Features

     In November 2000, the Financial Accounting Standards Board's Emerging
Issues Task Force ("EITF") released its Issue No. 00-27 "Application of EITF
Issue No. 98-5, `Accounting for Convertible Securities with Beneficial
Conversion Features or Contingently Adjustable Conversion Ratios,' to Certain
Convertible Instruments." The Company recorded a $1.8 million non-cash
conversion discount charge in the fourth quarter of fiscal 1999 to reflect the
difference between the value of the conversion feature of its newly issued
convertible redeemable preferred stock and the fair value of its preferred
stock. EITF No.00-27 retroactively adjusts the calculation of this conversion
discount charge by requiring that the fair value of the preferred stock be
reduced by the value assigned to warrants to buy common stock that were issued
with the preferred stock. The Company adopted the guidance provided by EITF
Issue No. 00-27 in the quarter ended December 31, 2000. As a result, the Company
recorded an additional $1.8 million non-cash conversion discount charge in the
second quarter of fiscal 2001 presented as the cumulative effect of a change in
accounting principle in determining net income available to common shareholders.

SAB 101 Revenue Recognition

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), Revenue Recognition in Financial
Statements," which summarizes certain of the SEC Staff's views in applying
generally accepted accounting principles to revenue recognition in financial
statements. Prior to the adoption of SAB 101, the Company's policy has been to
recognize license fee revenue when a non-refundable fee was received and, from
the Company's perspective, all of its significant obligations under the license
agreement were completed. Under SAB 101, such license agreements are deemed to
be multiple element agreements that, among other elements, include various
exclusivity clauses related to distribution rights and use of technology. In
addition, SAB 101 requires such license fee agreements to be analyzed from the
licensee's perspective as to the ongoing requirements or expectations of the
agreements. The Company will change its accounting policy so that license fee
revenue under agreements that have exclusivity clauses and, from the licensee's
perspective, have ongoing requirements or expectations that are more than
perfunctory, will be recognized over the term of the related agreement. As such,
under SAB 101, certain of the Company's previously recognized license fee
revenue will be deferred and recognized in future periods over the term of the
agreements. The Company estimates that the adoption of SAB 101 in the fourth
quarter of fiscal 2001, effective as of the beginning of the year, will result
in a non-cash charge for the cumulative effect of a change in accounting
principle of approximately $8.7 million. This cumulative adjustment will be
amortized into revenue over the remaining terms of the license agreements, which
range from approximately 2.5 years to 5.5 years. As a result, revenue and
pre-tax income before the cumulative effect of a change in accounting principle
will increase by $474,000 per quarter, or $1.9 million, in fiscal 2001. The
remainder of the related deferred revenue will be recognized in revenue
approximately as follows: $1.9 million in fiscal 2002, $1.7 million in fiscal
2003, $1.3 million in fiscal 2004, $1.3 million in fiscal 2005 and $600,000 in
fiscal 2006. The Company has not entered into an agreement in which it has
recognized license fee revenue since the third quarter of fiscal 1999.

                                       9

<PAGE>
                               LECROY CORPORATION

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

CONSOLIDATED RESULTS OF OPERATIONS

     The following table indicates the percentage of total revenues represented
by each item in the Company's Consolidated Statements of Operations for the
three and six months ended December 31, 2000 and 1999. On August 25, 2000, the
Company sold substantially all of the assets and business of its Vigilant
segment. Accordingly, the results of operations of this business segment have
been reflected as discontinued operations.

<TABLE>
<CAPTION>
                                                                           Three Months Ended        Six Months Ended
                                                                              December 31,              December 31
                                                                            2000        1999         2000         1999
                                                                            ----        -----        ----         ----
<S>                                                                        <C>         <C>          <C>         <C>
Revenues:
     Digital oscilloscopes and related products........................     92.9%       90.1%        91.8%       89.0%
     High energy physics products......................................      2.2         4.4          2.8         4.9
     Service and other.................................................      4.9         5.5          5.4         6.1
                                                                           -----       -----        -----       -----
        Total revenues.................................................    100.0       100.0        100.0       100.0

Cost of sales..........................................................     48.8        52.6         49.2        52.1
                                                                           -----       -----        -----       -----
Gross profit ..........................................................     51.2        47.4         50.8        47.9
Operating expenses:
     Selling, general and administrative...............................     33.2        31.8         33.5        32.4
     Research and development..........................................     11.2        11.0         12.2        12.8
                                                                           -----       -----        -----       -----
        Total operating expenses.......................................     44.4        42.8         45.7        45.2

Operating income.......................................................      6.8         4.6          5.1         2.7
Gain on sale of marketable securities                                          -         8.2            -         4.3
Other (expense) income, net............................................     (0.7)        1.5         (0.4)         .4
                                                                           -----       -----        -----       -----
Income from continuing operations before income taxes..................      6.1        14.3          4.7         7.4
Provision for income taxes.............................................      1.2         4.5          0.8         2.3
                                                                           -----       -----        -----       -----
Income from continuing operations......................................      4.9         9.8          3.9         5.1

Discontinued operations:
  Loss from discontinued operations, net of tax........................        -        (2.4)        (3.8)       (4.2)
  Gain on Sale                                                                 -           -          1.4           -
                                                                           -----       -----        -----       -----
Net income.............................................................      4.9%        7.4%         1.5%        0.9%
                                                                           =====       =====        =====       =====
</TABLE>

COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999

    Total revenues were $34.7 million for the second quarter of fiscal 2001,
compared to $29.9 million in the second quarter of fiscal 2000, an increase of
15.8%, or $4.8 million. This increase, which was substantially all in Digital
oscilloscopes and related products, was primarily due to the successful
introduction of the new WavePro line of oscilloscopes.

    Gross Profit Margin was 51.2% in the second quarter of fiscal 2001, compared
to 47.4% in the second quarter of fiscal 2000. This improvement was due
primarily to a favorable mix of higher margin products such as the new WavePro
line of oscilloscopes noted above.

                                       10

<PAGE>
    Selling, general and administrative expense increased by 20.8% or $2.0
million, from $9.5 million in the second quarter of fiscal 2000 to $11.5 million
in the second quarter of fiscal 2001. As a percentage of sales, selling general
and administrative expenses were 33.2% in the second quarter of fiscal 2001,
compared to 31.8% in the second quarter of fiscal 2000. The increase as a
percentage of sales was primarily due to the reduction in the amount of general
and administrative costs allocated to the discontinued Vigilant operation.

    Research and development expense was $3.9 million in the second quarter of
fiscal 2001, compared to $3.3 million in the second quarter of fiscal 2000, an
increase of 18.2% or $597,000. As a percentage of sales, research and
development expense increased from 11.0 % in the second quarter fiscal 2000 to
11.2% in the second quarter of fiscal 2001. This increase reflects higher
spending in various categories including employment, patent research and filings
and outsourced non-recurring engineering related to new product development.

    Other (expense) income, net was a net expense of $245,000 in the second
quarter of fiscal 2001, compared with net income of $449,000 in the second
quarter of fiscal 2000. This increase in net expense was due primarily to
foreign exchange losses of $566,000 in the second quarter of fiscal 2001,
compared to foreign exchange gains of $629,000 in the second quarter of fiscal
year 2000. Partially offsetting the foreign exchange loss was net interest
income of $112,000 in the second quarter of fiscal 2001, compared to net
interest expense of $180,000 in the second quarter of fiscal year 2000, and a
gain on the sale of miscellaneous assets of $208,000.

    As a result of the above, the Company reported income from continuing
operations of $1.7 million in the second quarter of fiscal 2001, compared to
income from continuing operations of $2.9 million in the second quarter of
fiscal 2000. Included in the income from continuing operations in the second
quarter of fiscal 2000 was a $2.5 million pre-tax gain on the sale of marketable
securities.

    The Company's effective tax rate was 19.5% in the second quarter of fiscal
2001, compared to 31.6% in the second quarter of fiscal 2000. The lower
effective tax rate in the current year reflects the use of tax loss
carryforwards to offset U.S. based income.

COMPARISON OF THE SIX MONTHS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999

    Total revenues were $63.8 million for the six months ended December 31,
2000, compared to $56.8 million for the six months ended December 31, 1999, an
increase of 12.2% or $7.0 million. This increase was primarily due to the
successful introduction of the new WavePro line of oscilloscopes in the second
quarter of fiscal 2001, an improvement in the Data Storage market over a poor
first half of fiscal 2000 and the continued strong growth in the Power
Measurement and Communication markets.

    Gross profit margin was 50.8% for the six months ended December 31, 2000,
compared to 47.9% for the six months ended December 31, 1999. This improvement
was due to a favorable mix of higher margin products, such as the new WavePro
line of oscilloscopes introduced in the second quarter of fiscal 2001, along
with the absence of product discounting that occurred under the difficult market
conditions existing in the first quarter of fiscal 2000.

    Selling, general and administrative expense increased by 16.0% or $3.0
million, from $18.4 million for the six months ended December 31, 2000 to $21.4
million for the six months ended December 31, 1999. As a percentage of sales,
selling general and administrative expenses were 33.5% for the six months ended
December 31, 2000 compared to 32.4% for the six months ended December 31, 1999.
The increase as a percentage of sales was primarily due to the reduction in the
amount of general and administrative costs allocated to the discontinued
Vigilant operation.

    Research and development expense was $7.8 million for the six months ended
December 31, 2000, compared to $7.3 million for the six months ended December
31, 1999, an increase of 6.9% or $503,000. This increase was due primarily to
higher spending on outsourced non-recurring engineering related to new product
development. As a percentage of sales, research and development expense
decreased from 12.8% for the six months ended December 31, 1999 to 12.2% for the
six months ended December 31, 2000 primarily due to the leveraging of costs over
higher revenues.

    Other (expense) income, net was a net expense of $247,000 for the six months
ended December 31, 2000, compared with net income of $239,000 for the six months
ended December 31, 1999. This increase in net expense was due primarily to
foreign exchange losses of $469,000 for the six months ended December 31, 2000
compared to foreign exchange gains of $650,000 for the six months ended December
31, 1999. Partially offsetting the foreign exchange loss for the six months
ended December 31, 2000, was net interest income of $11,000, compared to net
interest expense of $411,000 for the six months ended December 31, 1999, and a
gain on the sale of miscellaneous assets of $208,000.

                                       11

<PAGE>
    As a result of the above, the Company reported income from continuing
operations of $2.5 million for the six months ended December 31, 2000, compared
to income from continuing operations of $2.9 million for the six months ended
December 31, 1999. Included in the income from continuing operations for the six
months ended December 31, 1999 was a $2.5 million pre-tax gain on the sale of
marketable securities.

    The Company's effective tax rate was 17.2% for the six months ended December
31, 2000, compared to 31.6% for the six months ended December 31, 1999. The
lower effective tax rate in the current year reflects the use of tax loss
carryforwards to offset U.S. based income.

    During the first quarter of fiscal 2001, the Company decided to discontinue
its Vigilant Networks segment and it closed on the sale of a substantial portion
of its assets and business. Operating losses of the segment prior to the
measurement date as a discontinued operation were $2.4 million for the six
months ending December 31, 2000, compared to operating losses of $2.4 million,
net of a $1.1 million tax benefit, for the six months ended December 31, 1999.
The Company recorded a gain on the sale of the assets and business of the
segment of $854,000 for the six months ended December 31, 2000.

LIQUIDITY AND CAPITAL RESOURCES

     Working capital was $31.7 million at December 31, 2000, which represented a
working capital ratio of 1.9 to 1, compared to $24.1 million, or 1.5 to 1, at
June 30, 2000.

     Net cash used by operating activities for the six months ended December 31,
2000 was $1.7 million, compared with $1.6 million for the six months ended
December 31, 1999. Higher income from operations (before the gain on marketable
securities) in fiscal 2001 was substantially offset by an increase in use of
funds for working capital.

     Net cash provided by investing activities for the six months ended December
31, 2000 was $8.5 million, compared with $4.1 million for the comparable period
of the prior year. The increase in cash provided by investing activities was
primarily due to the gross proceeds of $12.0 million received from the sale of
the assets and business of the Vigilant Networks segment in fiscal 2001,
partially offset by the proceeds from the sale of marketable securities of $7.6
million in fiscal 2000.

     Net cash (used in) provided by financing activities for the six months
ended December 31, 2000 was $(5.2) million, compared with $2.4 million in the
six months ended December 31, 1999. The increase in cash used in financing
activities was due to the repayment of borrowings under the Company's credit
facility partially offset by the proceeds from the sale of 517,520 shares of the
Company's Common Stock.

         On October 11, 2000, the Company closed on a three-year $15.0 million
revolving line of credit with the Bank of New York, which will provide funds for
general corporate purposes. Borrowings under this line will bear interest at
prime plus a margin of between .25% and 1.25%, or LIBOR plus a margin of between
1.5% and 2.5%, depending on the Company's Leverage Ratio. There were no
borrowings outstanding under this line of credit at December 31, 2000.

     The Company believes that its cash on hand, cash flow generated by its
continuing operations and availability under its revolving credit agreement will
be sufficient to fund working capital and capital expenditure requirements for
at least the next twelve months.

RISK MANAGEMENT

     The Company's investment in the common stock of Iwatsu, which is recorded
in "Marketable securities" on the Consolidated Balance Sheet, is subject to the
impact of fluctuations in foreign exchange rates and in the Japanese stock
market. As of December 31, 2000, Japanese stock market and currency fluctuations
resulted in a cumulative increase of approximately $100,000 to the remaining
investment's original cost. The change in the value of this investment, which is
deemed temporary, is included as part of "Accumulated other comprehensive loss"
on the Consolidated Balance Sheet and, accordingly, not in net income or loss.

                                       12
<PAGE>
NEW PRONOUNCEMENTS

Accounting for Convertible Securities with Beneficial Conversion Features

     In November 2000, the Financial Accounting Standards Board's Emerging
Issues Task Force ("EITF") released its Issue No. 00-27 "Application of EITF
Issue No. 98-5, `Accounting for Convertible Securities with Beneficial
Conversion Features or Contingently Adjustable Conversion Ratios,' to Certain
Convertible Instruments." The Company recorded a $1.8 million non-cash
conversion discount charge in the fourth quarter of fiscal 1999 to reflect the
difference between the value of the conversion feature of its newly issued
convertible redeemable preferred stock and the fair value of its preferred
stock. EITF No.00-27 retroactively adjusts the calculation of this conversion
discount charge by requiring that the fair value of the preferred stock be
reduced by the value assigned to warrants to buy common stock that were issued
with the preferred stock. The Company adopted the guidance provided by EITF
Issue No. 00-27 in the quarter ended December 31, 2000. As a result, the Company
recorded an additional $1.8 million non-cash conversion discount charge in the
second quarter of fiscal 2001 presented as the cumulative effect of a change in
accounting principle in determining net income available to common shareholders.

SAB 101 Revenue Recognition

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), Revenue Recognition in Financial
Statements," which summarizes certain of the SEC Staff's views in applying
generally accepted accounting principles to revenue recognition in financial
statements. Prior to the adoption of SAB 101, the Company's policy has been to
recognize license fee revenue when a non-refundable fee was received and, from
the Company's perspective, all of its significant obligations under the license
agreement were completed. Under SAB 101, such license agreements are deemed to
be multiple element agreements that, among other elements, include various
exclusivity clauses related to distribution rights and use of technology. In
addition, SAB 101 requires such license fee agreements to be analyzed from the
licensee's perspective as to the ongoing requirements or expectations of the
agreements. The Company will change its accounting policy so that license fee
revenue under agreements that have exclusivity clauses and, from the licensee's
perspective, have ongoing requirements or expectations that are more than
perfunctory, will be recognized over the term of the related agreement. As such,
under SAB 101, certain of the Company's previously recognized license fee
revenue will be deferred and recognized in future periods over the term of the
agreements. The Company estimates that the adoption of SAB 101 in the fourth
quarter of fiscal 2001, effective as of the beginning of the year, will result
in a non-cash charge for the cumulative effect of a change in accounting
principle of approximately $8.7 million. This cumulative adjustment will be
amortized into revenue over the remaining terms of the license agreements, which
range from approximately 2.5 years to 5.5 years. As a result, revenue and
pre-tax income before the cumulative effect of a change in accounting principle
will increase by $474,000 per quarter, or $1.9 million, in fiscal 2001. The
remainder of the related deferred revenue will be recognized in revenue
approximately as follows: $1.9 million in fiscal 2002, $1.7 million in fiscal
2003, $1.3 million in fiscal 2004, $1.3 million in fiscal 2005 and $600,000 in
fiscal 2006. The Company has not entered into an agreement in which it has
recognized license fee revenue since the third quarter of fiscal 1999.

                                       13
<PAGE>
                               LECROY CORPORATION

                           PART II. OTHER INFORMATION

ITEM 6.(A)             EXHIBITS

                       None

ITEM 6.(B)             REPORTS ON FORM 8-K

                       No current reports on Form 8-K were filed during the
                       quarter ended December 31, 2000.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                               LECROY CORPORATION

Date: May 15, 2001
                                 /S/ Raymond F. Kunzmann
                                     Vice President and Chief Financial Officer,
                                     Secretary and Treasurer

                                       14