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                                 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, 1996

                                       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:  (914) 425-2000


The undersigned Registrant hereby amends the Notes to Condensed Consolidated
Financial Statements and the Management's Discussion and Analysis of Financial
Condition and Results of Operations sections of its Report on Form 10-Q for
the quarterly period ended December 31, 1996 as set forth in the pages
attached hereto for the purpose of conforming the aforementioned sections to
the language contained in the Company's Registration Statement on Form S-3
(File No. 333-22117) filed with the Securities and Exchange Commission on
February 20, 1997.


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


                                       LECROY CORPORATION
								
                                       BY: /S/JOHN C. MAAG         
                                              John C. Maag
                                              Vice President-Finance,
                                              Chief Financial Officer,
                                              Secretary and Treasurer

Date:	February 21, 1997

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                                LeCROY CORPORATION

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)


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 Corporation's
most recent Form 10-K and Annual Report as of June 30, 1996.

Certain amounts in the accompanying unaudited interim condensed consolidated
statement of cash flows for the six months ended December 31, 1995 have been
reclassified to conform to the current presentation.

This Form 10-Q 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 customers; 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; the effect of the Company's accounting policies; 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.


Subsequent Event

In January 1997, the Company adopted a plan resulting in a series of
reorganization actions related to its HEP operations. In connection with
these actions the Company will record a restructuring provision of $3.9
million ($2.5 million after tax or approximately $0.36 per share). The
reorganization will result in write-downs, principally for inventory and other
asset revaluations, and employee severance.






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                                LeCROY CORPORATION

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

        
Results of Operations


	Consolidated revenues for the current quarter and six months ended
December 31, 1996 increased approximately 16% and 17%, respectively, from the
comparable prior year periods, primarily as a result of a rise in sales of
higher margin digital oscilloscopes and related products. Consolidated revenues
were $28.8 million for the second quarter, and represented record second
quarter revenues for the Corporation. Year-to-date revenues were $55.2 million,
also representing record mid-year revenues for the Corporation. For the six
months ended December 31, 1996, an increase in revenues in the United States
and the rest of the world other than Europe (principally Japan and the rest
of Asia) was partially offset by a decrease in revenues in Europe, as compared
to the six months ended December 31, 1995. The trends with respect to
geographic area revenues have continued to date in the Company's third fiscal
quarter. This increase in revenues was hampered by $1.1 million and $2.3
million for the current quarter and six months ended December 31, 1996,
respectively, due to the strengthening of the United States dollar versus the
Swiss franc, Japanese yen and the German deutschemark as compared to the
exchange rates prevailing in the same periods of the prior  fiscal year. Based
on current exchange rates, the Company expects that revenues will continue to
be adversely impacted by the strengthening of the U.S. dollar.

	Digital oscilloscopes and related product revenues increased 19% in
the second quarter and 23% for the six months ended December 31, 1996 as
compared to the comparable prior year periods. Revenues from sales of digital
oscilloscopes and related products increased to $25.6 million in the second
quarter and $49.0 million for the six months ended December 31, 1996 from
$21.6 million and $39.9 million in the comparable prior year periods. This
increase in revenues was primarily attributable to a 25% increase in unit
sales of the higher-end products in the Company's 9300 series of digital
oscilloscopes, including the model 938X introduced in June 1996, together with
sales of the LC334/534 series of color digital oscilloscopes first introduced
in the second quarter of fiscal 1997. In addition, there was a marginal
increase in average selling prices for the Company's digital oscilloscopes
and related products. 

	Revenues from sales of HEP products declined 21% in the second quarter
and 29% for the six months ended December 31, 1996 as compared to the
comparable prior year periods. The Company in recent years has experienced a
continuing decrease in HEP revenues due to a variety of factors, including a
decline in United States government funding for defense and the phase-out of
the Company's digitizer products. The Company believes that revenues from sales
of HEP products, which represented approximately 6% of total revenues for the
second quarter and 7% for the six months ended December 31, 1996 as compared
to approximately 9% and 11% of total revenues in the comparable periods of
fiscal 1996, are likely to continue to represent a declining portion of its
total revenues in the future, attributable, in part, to lower anticipated order
volumes. As a consequence, in January 1997 the Company adopted a strategic
business plan to reduce costs and improve asset utilization in its HEP
business. Under this plan, the Company is redirecting its engineering

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resources within this business unit to focus principally on the development
and sale of signal analysis chip sets and subsystems for HEP applications as
well as new commercial applications. In connection with the plan, the Company
expects to take a series of reorganization actions resulting in write-downs,
principally for inventory and other asset revaluations, and employee severance.
The restructuring plan is expected to be completed by the end of December 1997
and result in a charge to fiscal 1997 third quarter results of an estimated
$3.9 million ($2.5 million after taxes).

	Gross profit for the current quarter and six months ended December 31,
1996 was 56.8% and 56.6% of revenues, respectively, compared to 55.0% and 54.6%
for each respective prior year period. This growth was due primarily to
increased revenues from higher sales volume of certain higher margin 9300 and
LC series digital oscilloscopes and reduced HEP sales, which carry a lower
margin, coupled with reduced material costs and increased operating
efficiencies at the Company's manufacturing facility in Chestnut Ridge, New
York. The increase in gross profit was hampered by $1.2 million for the six
months ended December 31, 1996, due to the strengthening of the United States
dollar versus the Swiss franc, Japanese yen and the German deutschemark as
compared to the exchange rates prevailing in the same periods of the prior
fiscal year.

	Selling, general and administrative expenses increased to $9.4
million in the second quarter and $18.5 million for the six months ended
December 31, 1996 from $8.3 million and $16.0 million, respectively, in the
comparable prior year periods. As a percentage of total revenues, selling,
general and administrative expenses decreased to 32.6% in the second quarter
and 33.5% in the six months ended December 31, 1996 compared to 33.5% and 33.9%
in the comparable prior year periods. These expenses increased as the Company
expanded sales management and support staff at each of its regional sales
headquarters, incurred additional sales commissions due to higher sales
volume and expanded its management and support staff. 

	Research and development expenses increased to $3.8 million in the
current quarter and $7.3 million in the six months ended December 31, 1996
from $3.2 million and $6.3 million in the comparable prior year periods. The
higher dollar level of research and development expenses reflects an increase
in materials and personnel in the development of our new introductions of
color digital oscilloscopes and development of an analog LAN network monitor.
As a percentage of total revenues, research and development expenses were
13.1% for the second quarter and 13.2% for the six months ended December 31,
1996 compared to 12.8% and 13.4% for the comparable prior year periods. 

	Operating income increased 48% in the second quarter and 57% for the
six months ended December 31, 1996 as compared to the comparable prior year
periods. Operating income increased to $3.2 million in the second quarter and
$5.4 million for the six months ended December 31, 1996 from $2.1 million and
$3.5 million in the comparable prior year periods. As a percentage of total
revenues, operating income was 11.1% in the second quarter and 9.8% for the
six months ended December 31, 1996 as compared to 8.7% and 7.3% in the
comparable prior year periods. The increase in operating income was due
primarily to increased revenues in the current year coupled with improved
operating efficiencies and other factors listed above.





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	Net interest and financing charges, included in other (income)
expenses, net, decreased to $306,000 for the six months ended December 31,
1996 compared to $576,000 for the six months ended December 31, 1995. The
decrease in the current year is due primarily to reduced levels of debt, paid
down from funds received in the second quarter of fiscal 1996 from the
Company's initial public offering. Other (income) expenses, net, in the six
month periods ended December 31, 1996 and 1995 included currency exchange gains
of approximately $609,000 and $137,000, respectively.

	The Company's effective income tax rate for the six months ended
December 31, 1996 was 35.0%. Currently, the Company's Swiss subsidiary
operates under a tax agreement with the Canton of Geneva pursuant to which
the effective tax rate on income with respect to such subsidiary is
approximately 15%. This agreement is in effect through the fiscal year ended
June 30, 2000.

	LeCroy achieved record quarterly income in the second quarter of fiscal
1997. Income before extraordinary charge increased to $2,169,000 in the second
quarter and $3,722,000 for the six months ended December 31, 1996 from
$1,311,000 and $1,958,000 for the comparable prior year periods. Income before
extraordinary charge as a percentage of total revenues was 7.5% in the second
quarter and 6.7% for the six months ended December 31, 1996 compared to 5.3%
and 4.2% in the comparable prior year periods. The improvement in fiscal 1997
was due primarily to increased revenues, improved gross margins, lower
interest costs and favorable exchange gains.


Liquidity and Capital Resources


	The financial condition of LeCroy is sound with a funded debt to total
capital ratio of 16% at December 31, 1996. Working capital, including $9.4
million in cash and cash equivalents, increased to $37.1 million at December
31, 1996 which represented a working capital ratio of 2.7 to 1 compared to
$32.0 million or 2.6 to 1, at June 30, 1996. 
	
	Cash flows generated from operating activities for the first half of
fiscal 1997 declined in comparison with the prior year due to increases in
receivables, inventories and other current assets that exceeded improved
operating earnings.    

	The Company's cash and cash equivalents, together with amounts
available under its multicurrency revolving credit agreement and internally
generated cash flow will be sufficient to fund working capital and capital
expenditure requirements for at least the next twelve months.