United States

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q
             [ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the thirteen-week period ended:  March 27, 1998

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________________

Commission  file number: 0-10726

                             C-COR ELECTRONICS, INC.
             (Exact name of registrant as specified in its charter)

              Pennsylvania                          24-0811591
   (State or other jurisdiction of        (I.R.S. Employer  Identification No.)
   incorporation or organization)


60 Decibel Road, State College, PA              16801
(Address of principal executive offices)       (Zip Code)


                            (814) 238-2461
              (Registrant's telephone number, including area code)


 
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                              Yes  X     No
                                 -----      -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

Common Stock, $.10 Par Value - 9,658,069 shares as of May 05, 1998.


                                    
<PAGE>


                                      INDEX

                             C-COR ELECTRONICS, INC.



PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements (unaudited).

              Condensed consolidated  balance  sheets  --  June  27,  1997,  and
              March 27, 1998.

              Condensed consolidated statements of operations -- thirteen weeks
              ended March 27, 1998, and March 28, 1997; thirty-nine weeks
              ended March 27, 1998, and March 28, 1997.

              Condensed consolidated statements of cash flows -- thirty-nine 
              weeks ended March 27, 1998, and March 28, 1997.

              Notes to condensed consolidated  financial statements --
              March 27, 1998.



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



PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

Item 6.  Exhibits and Reports on Form  8-K.
<PAGE>

<TABLE>
Item 1.  Financial Statements
<CAPTION>

                             C-COR ELECTRONICS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS



                  
                                                               March 27,        June 27,
                                  ASSETS                         1998            1997
                                                             -----------      ----------
                                                             (Unaudited)         (Note)
                                                                     (000's omitted)
<S>                                                          <C>              <C>
CURRENT ASSETS
  Cash and cash equivalents                                  $       425      $     452
  Marketable securities                                              351            359
  Accounts receivable                                             20,935         19,299
                                                             -----------      ----------
                                                                  21,711         20,110
                                                             -----------      ----------
  Inventories:
    Raw materials                                                 15,410         14,358
    Work-in-process                                                2,457          3,346
    Finished goods                                                 3,253          1,436
                                                             -----------      ----------
      Total inventories                                           21,120         19,140
                                                             -----------      ----------
  Deferred taxes                                                   3,278          2,616
  Other current assets                                             1,559          1,893
                                                             -----------      ----------
TOTAL CURRENT ASSETS                                              47,668         43,759
                                                             -----------      ----------
PROPERTY, PLANT, AND EQUIPMENT, NET                               27,983         25,060
INTANGIBLE ASSETS AND OTHER LONG-TERM ASSETS, NET                  2,376            785
Net noncurrent assets of discontinued operations                       0          1,515
                                                             -----------      ----------
TOTAL ASSETS                                                 $    78,027      $  71,119
                                                             ===========      ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                   $    18,854      $  15,461
  Line-of-credit                                                   1,677          3,466
  Current portion of long-term debt                                  849            834
  Net current liabilities of discontinued operations                 933          1,253
                                                             -----------      ----------
TOTAL CURRENT LIABILITIES                                         22,313         21,014
                                                             -----------      ----------
LONG-TERM DEBT, less current portion                               5,728          6,367
DEFERRED TAXES                                                     1,377          1,311
OTHER LONG-TERM LIABILITIES                                        1,021            749
                                                             -----------      ----------
TOTAL LIABILITIES                                                 30,439         29,441
                                                             -----------      ----------
SHAREHOLDERS' EQUITY
  Common Stock, $.10 par; authorized shares 
   24,000,000; issued shares of 9,656,428 on 03/27/98,
   and 9,633,435 on 06/27/97.                                        966            963
  Additional paid-in capital                                      20,145         19,963
  Retained earnings                                               32,339         26,632
  Translation adjustment                                             (87)          (101)
  Net unrealized loss on marketable securities                       (10)           (14)
  Treasury Stock                                                  (5,765)        (5,765)
                                                             -----------      ----------
TOTAL SHAREHOLDERS' EQUITY                                        47,588         41,678
                                                             -----------      ----------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY                     $    78,027      $  71,119
                                                             ===========      ==========


<FN>
Note:  The balance sheet at June 27, 1997, has been derived from audited 
        financial statements at that date.

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

<TABLE>
                             C-COR ELECTRONICS, INC.
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<CAPTION>
       

                                                     Thirteen Weeks Ended                 Thirty-Nine Weeks Ended
                                                  March 27,           March 28,        March 27,            March 28,
                                                    1998                1997             1998                1997
                                                -----------          -----------     -----------          -----------
                                                               (000's omitted, except per share data)
<S>                                             <C>                 <C>              <C>                  <C>
 NET SALES                                      $   40,248          $   32,801       $  114,498           $   95,346
                                                -----------          -----------     -----------          -----------

 COSTS AND EXPENSES:
   Cost of sales                                    31,574              26,367           89,171               75,733
   Selling, general and administrative 
     expenses                                        3,948               3,992           11,275               11,225
   Research and product development costs            1,877               1,477            5,340                4,258
   Interest expense                                    115                  59              268                  175
   Investment income                                    (7)                (31)             (19)                 (96)
   Foreign exchange loss (gain)                        (33)                (10)             111                  (37)
   Other expense (income)                              (15)               (105)             273                  (60)
                                                -----------          -----------     -----------          -----------
                                                    37,459              31,749          106,419               91,198
                                                -----------          -----------     -----------          -----------

 INCOME FROM CONTINUING OPERATIONS 
   BEFORE INCOME TAXES                               2,789               1,052            8,079                4,148

 INCOME TAX EXPENSE (BENEFIT)                          912                (294)           2,735                  706
                                                -----------          -----------     -----------          -----------

 INCOME FROM CONTINUING OPERATIONS                   1,877               1,346            5,344                3,442
                                              
 DISCONTINUED OPERATIONS:
 Loss from operations of discontinued
   business segment, net of applicable
   income tax benefit                                    0              (1,182)               0               (2,184)
 
 Gain on disposal of discontinued
   business segment, less applicable
   income tax expense                                  363                   0              363                    0
                                                -----------          -----------     -----------          -----------

 NET INCOME                                     $    2,240           $     164       $    5,707           $    1,258
                                                ===========          ===========     ===========          ===========

 NET INCOME (LOSS) PER SHARE - (BASIC):

   Continuing operations                        $     0.20           $    0.14       $    0.58            $     0.36
   Discontinued operations                            0.04               (0.12)           0.04                 (0.23)
                                                -----------          -----------     -----------          -----------
 NET INCOME PER SHARE                           $     0.24           $    0.02       $    0.62            $     0.13
                                                ===========          ===========     ===========          ===========

 NET INCOME (LOSS) PER SHARE - (ASSUMING DILUTION):

   Continuing operations                        $     0.20           $    0.14       $    0.57            $     0.35
   Discontinued operations                            0.04               (0.12)           0.04                 (0.22)
                                                -----------          -----------     -----------          -----------
 NET INCOME PER SHARE                           $     0.24           $    0.02       $    0.61            $     0.13
                                                ===========          ===========     ===========          ===========

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

<PAGE>
<TABLE>
<CAPTION>
                             C-COR ELECTRONICS, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



                                                                Thirty-Nine Weeks Ended
                                                              March 27,         March 28,
                                                                 1998             1997 
                                                             -----------       -----------
                                                                    (000's omitted)

 <S>                                                         <C>               <C>
 OPERATING ACTIVITIES
 Net Income                                                  $ 5,707           $ 1,258
   Adjustments to reconcile net income to net cash
     and cash equivalents provided by operating 
     activities:
   Depreciation and amortization                               4,682             3,924
   Gain on disposal of discontinued operations,
     net of tax expense                                         (363)                -
   Provision for deferred retirement salary plan                 272               249
   Loss on sales of property, plant and equipment                  -                25
   Changes in operating assets and liabilities:
     Accounts receivable                                      (1,636)            3,762
     Inventories                                              (1,980)           (2,374)
     Other assets                                             (1,257)             (189)
     Accounts payable                                            941             1,631
     Accrued liabilities                                       2,452            (1,624)
     Deferred income taxes                                      (599)              331
     Discontinued operations - working capital changes
      and noncash charges                                      1,536              (506)
 NET CASH AND CASH EQUIVALENTS PROVIDED BY                  -----------       -----------
   OPERATING ACTIVITIES                                        9,755             6,487
                                                            -----------       -----------
 INVESTING ACTIVITIES
   Purchase of property, plant and equipment                  (7,591)           (4,408)
   Purchase of marketable securities                               -              (200)
   Proceeds from sale of marketable securities                    15               205
   Proceeds from sales of property, plant, and equipment           -                12
   Investing activities of discontinued operations                22              (648)
 NET CASH AND CASH EQUIVALENTS                              -----------       -----------  
    USED IN  INVESTING ACTIVITIES                             (7,554)           (5,039)
                                                            -----------       -----------
 FINANCING ACTIVITIES
   Payment of debt and capital lease obligations                (624)             (624)
   Proceeds from line-of-credit                               44,961             4,240
   Payment of line-of-credit                                 (46,750)           (2,579)
   Tax benefit deriving from exercise and 
     sale of stock option shares                                   -                71
   Issue common stock to employee stock purchase plan             40                78
   Proceeds from exercise of stock options                       145               148
   Purchase of treasury stock                                      -            (3,062)
 NET CASH AND CASH EQUIVALENTS  USED IN                     -----------       -----------
   FINANCING ACTIVITIES                                       (2,228)           (1,728)
                                                            -----------       -----------
 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                (27)             (280)
 Cash and cash equivalents at beginning of period                452             1,474
                                                            -----------       -----------
 CASH AND CASH EQUIVALENTS AT END OF PERIOD                  $   425           $ 1,194
                                                            ===========       ===========
<FN>
 See notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
                            C-COR ELECTRONICS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. The accompanying, unaudited, condensed consolidated financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim  financial  information,  and in the opinion of management,  contain all
adjustments  (consisting  only of normal,  recurring  adjustments)  necessary to
fairly  present the Company's  financial  position as of March 27, 1998, and the
results of its operations for the  thirteen-week  and  thirty-nine-week  periods
then ended. Operating results for the thirteen-week and thirty-nine-week periods
are not necessarily  indicative of the results that may be expected for the year
ending June 26, 1998. For further information, refer to financial statements and
footnotes  thereto  included in the Company's annual report on Form 10-K for the
year ended June 27, 1997.

2. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

<TABLE>
Accounts payable and accrued liabilities consist of:
<CAPTION>

                                                    March 27,             June 27,
                                                      1998                  1997
                                                ----------------       ----------------
                                                           (000's omitted)
<S>                                             <C>                    <C>
Accounts payable                                        $ 9,577                $ 8,636
Accrued incentive plan expense                            1,195                      0
Accrued vacation expense                                  1,414                  1,358
Accrued salary expense                                    1,421                    569
Accrued payroll and sales tax expense                       822                    555
Accrued warranty expense                                  2,304                  2,185
Accrued workers compensation 
  self-insurance expense                                  1,582                  1,162
Accrued other                                               539                    996 
                                                ----------------       ----------------
                                                        $18,854                $15,461
                                                ================       ================
</TABLE>



<PAGE>
===============================================================================
Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations

General
The following  discussion addresses the financial condition of the Company as of
March  27,  1998,  and the  results  of  operations  for the  thirteen-week  and
thirty-nine-week  periods ended March 27, 1998,  compared with the corresponding
periods of the prior year.  This discussion  should be read in conjunction  with
the Management's  Discussion and Analysis section for the fiscal year ended June
27, 1997, included in the Company's Annual Report on Form 10-K.

Disclosure Regarding Forward-Looking Statements
Some of the  information  presented in this report  constitutes  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, including,  without limitation,  statements concerning the continuation of
increased   domestic  spending  for  network   upgrades,   the  continuation  of
competitive pricing pressures,  anticipated new product development initiatives,
and the  continued  availability  of capital  resources.  Although  the  Company
believes its expectations are based on reasonable  assumptions within the bounds
of its knowledge of its business and operations,  there can be no assurance that
actual results will not differ materially from its  expectations.  Factors which
could cause  actual  results to differ from  expectations  include the timing of
orders  received  from  customers,  the gain or loss of  significant  customers,
changes in the mix of products sold, new product development activities, changes
in the cost and  availability  of parts and supplies,  fluctuations  in warranty
costs,  economic  conditions  affecting  domestic  and  international   markets,
regulatory changes affecting the  telecommunications  industry,  in general, and
the Company's operations, in particular, competition and changes in domestic and
international  demand for the  Company's  products,  and other factors which may
impact operations and manufacturing. For additional information concerning these
and other  important  factors  which may cause the Company's  actual  results to
differ materially from expectations and underlying assumptions,  please refer to
the  Company's  reports  filed on Form 10-K and  other  reports  filed  with the
Securities and Exchange Commission.

Results of Operations
Net sales for the  thirteen-week  period ended March 27, 1998, were $40,248,000,
an  increase  of 23%  from  the  prior  year's  sales  of  $32,801,000  for  the
corresponding period. Net sales for the thirty-nine-week  period ended March 27,
1998,  were  $114,498,000,  an increase of 20% from sales of $95,346,000 for the
corresponding  period of the prior year.  The increases in sales for the quarter
and year-to-date periods were primarily  attributable to increased demand for RF
and AM FO distribution  products by domestic and international  customers in the
cable television (CATV) industry.

Domestic sales, as a percentage of total  consolidated  sales,  were 83% for the
thirteen-week  period ended March 27,  1998,  and 75% for the  thirty-nine  week
period ended March 27, 1998. This compares to 82% and 79% for the  corresponding
periods of the prior year. Sales to domestic customers  increased 23% during the
quarter ended March 27, 1998, and 14% for the period  year-to-date,  compared to
the  corresponding  periods of the prior year.  The Company  believes  that many
domestic CATV operators have continued to increase their capital  spending,  and
as a result, the Company has experienced  increased demand for hybrid/fiber coax
(HFC)  distribution  equipment.  The  Company  believes  the  increased  capital
spending has been driven by customer  demands for improved  services,  affecting
not only  voice and video  requirements,  but also  demand for  high-speed  data
transmission.  This increased demand by CATV operators for improved services has
translated  into an  increased  need for higher  bandwidth  products in order to
support these services. In the domestic CATV market,  certain CATV operators are
beginning upgrade activities,  while others are in various stages of completion.
As a result, demand patterns can vary depending on the distinct requirements for
each customer.

International  sales, as a percentage of total consolidated  sales, were 17% for
the thirteen-week  period ended March 27, 1998, and 25% for the thirty-nine-week
period ended March 27, 1998. This compares to 18% and 21% for the  corresponding
periods of the prior year. Sales to international customers increased 19% during
the quarter ended March 27, 1998, and 43% for the period year-to-date,  compared
to the  corresponding  periods of the prior year.  The  increase for the quarter
resulted  primarily from increased  demand in Canada,  Europe and Latin America.
The increase,  year-to-date,  derives primarily from increased demand in Canada,
Asia, and Europe. Order levels from international  customers,  primarily in Asia
and Canada,  declined during the quarter ending March 27, 1998,  relative to the
Company's expectations. The Company continues to monitor its business activities
in the Asian market and the effect that current economic  conditions may have on
present and future order trends. The international markets continue to represent
distinct  markets for CATV  equipment,  and,  in  general,  demand can be highly
variable.

The Company's backlog of sales orders at March 27, 1998, was approximately $27.2
million,  down  from  approximately  $36.8  million  at the end of the  previous
quarter ended December 27, 1997. The Company booked  approximately $30.6 million
of new sales orders during the quarter  ended March 27, 1998,  compared to $36.1
million of new sales  orders  booked  during the second  quarter of the  current
fiscal year.  Lower order rates can be  attributed  primarily to weakness in the
international  markets  during the  quarter,  primarily  in Asia and Canada.  In
addition,  the Company  believes recent trends indicate that order patterns have
changed, from longer blanket orders, to shorter lead-time orders.

Gross profit percentage for the  thirteen-week  period ended March 27, 1998, was
21.6% versus 19.6% for the corresponding  period of the prior year. Gross profit
percentage  for the  thirty-nine-week  period  ended March 27,  1998,  was 22.1%
versus 20.6% for the  corresponding  period the prior year.  The increase in the
gross  profit  margin for the quarter and  year-to-date  periods is  primarily a
result of changes in customer and product mix, and  efficiencies  resulting from
higher production volumes.  Although pricing pressures continue, the Company has
undertaken  initiatives to lower manufacturing costs by improving  manufacturing
processes  in order to enhance  efficiency  and  productivity,  and  redesigning
products to enhance manufacturability and reduce material costs. The Company has
begun  manufacturing the power supply component of its RF amplifier  products in
Tijuana,  Mexico.  The  Company  continues  to ramp up  production  at this  new
manufacturing  facility,  and  anticipates  the complete  transfer of production
of this component by the end of its current fiscal year.

Selling,  general and administrative expenses for the thirteen-week period ended
March 27, 1998, were  $3,948,000,  compared to $3,992,000 for the same period of
the  prior  year.   Selling,   general  and  administrative   expenses  for  the
thirty-nine-week  period ended March 27,  1998,  were  $11,275,000,  compared to
$11,225,000  for the  same  period  of the  prior  year.  Selling,  general  and
administrative  expenses  declined as a percentage  of net sales for the quarter
and  year-to-date  periods,  compared  to  the  same  periods  the  prior  year,
reflecting  the  Company's  continued  efforts  to  control  expenditures.

Research and product development costs for the thirteen-week  period ended March
27,  1998,  were  $1,877,000,  an increase of 27% over the prior year's total of
$1,477,000 for the corresponding period.  Research and product development costs
for the  thirty-nine-week  period  ended March 27,  1998,  were  $5,340,000,  an
increase of 25% over the prior year's total of  $4,258,000  for the same period.
The increase for the quarter and  year-to-date  periods is primarily a result of
higher  personnel  costs and  additional  expenditures  for AM fiber  optics and
network   management  product   development.   The  Company  recently  announced
Navicor(TM),  an entire  family of modular AM fiber  optic nodes and optical lid
upgrades,  as well as CNM(TM)  System 2, a new  generation  of its Cable Network
Management   (CNM)  platform.   Both  products  are  currently  in  development.
Anticipated  new  product  development  initiatives  are  expected  to  increase
research and product development expenses in future periods.

Interest  expense  for the  thirteen-week  period  ended  March  27,  1998,  was
$115,000, an increase of 95% over the prior year's total of $59,000 for the same
period.  Interest expense for the thirty-nine-week  period ended March 27, 1998,
was $268,000, an increase of 53% over the prior year's total of $175,000 for the
same period. The increase for the quarter and year-to-date  periods is primarily
a result of higher borrowings on the Company's  line-of-credit to support higher
production levels.

The effective income tax rate for the thirteen-week period ended March 27, 1998,
was 32.7%.  This  compares to an effective  income tax benefit rate of 27.9% for
the  corresponding  period the prior year. The effective income tax rate for the
thirty-nine-week  period ended March 27, 1998,  was 33.8%.  This  compares to an
effective income tax rate of 17.0% for the corresponding  period the prior year.
The higher effective tax rates for the current quarter and year-to-date periods,
compared to the same  periods  the prior  year,  is a result of a tax benefit of
approximately  $593,000 that was recorded  during the third quarter of the prior
fiscal year. The tax benefit resulted from reassessment of the Company's foreign
sales  transactions  for the  prior  three  years  and  optimization  of the tax
benefits derived from its Foreign Sales Corporation (FSC).

Income from continuing  operations for the thirteen-week  period ended March 27,
1998, was $1,877,000 or $0.20 per share on a diluted basis, versus $1,346,000 or
$0.14 per share on a diluted basis for the same period of the prior year. Income
from continuing operations for the thirty-nine-week period ended March 27, 1998,
was $5,344,000 or $0.57 per share on a diluted basis, versus $3,442,000 or $0.35
per share on a diluted basis for the same period of the prior year.

Results of Discontinued Operations
On July 10, 1997, the Company announced the discontinuation of its digital fiber
optic business segment located in Fremont,  California,  in a phase-down process
expected to span nine months.  Anticipated  wind-down  costs were  recorded as a
loss on disposal  of the  discontinued  segment in the  results of  discontinued
operations for the Company's  prior fiscal year ended June 27, 1997. The Company
substantially  completed the wind-down of this operation as of the quarter ended
March 27,  1998.  A gain on disposal  of the  discontinued  business  segment of
$363,000, net of applicable  tax expense of $188,000,  was  recorded  during the
thirteen-week  period  ended  March 27,  1998,  equating to $0.04 per share on a
diluted  basis  for the  current  quarter  and  year-to-date  periods.  The gain
represents an  adjustment of the estimated  loss on the disposal of the business
segment,  previously reported in the fourth quarter of the Company's fiscal year
1997. The gain derived  primarily from lower than  anticipated  operating  costs
from the  measurement  date to the disposal  date,  and higher than  anticipated
proceeds  associated with the disposal of assets,  primarily  inventory.  Losses
recorded from operations of the  discontinued  business  segment for the quarter
and  year-to-date  periods of the prior fiscal year, were  ($1,182,000),  net of
applicable  tax benefit of  ($578,000),  or ($0.12) per share on a diluted basis
and ($2,184,000),  net of applicable tax benefit of ($1,060,000), or ($0.22) per
share on a diluted basis, respectively.

Liquidity and Capital Resources
The Company's  current  ratio at March 27, 1998,  was 2.1, as compared to 2.1 at
June 27, 1997. The Company's cash and cash equivalents  decreased $27,000 during
the  first 9 months  of  fiscal  year  1998.  Net  cash  provided  by  operating
activities  generated  $9,755,000,  after working capital changes of $1,536,000,
related to discontinued operations.

The  Company's  working  capital  increased  $2,610,000  since  June  27,  1997.
Inventory  levels  increased from  $19,140,000 to  $21,120,000,  due to purchase
requirements to meet current and anticipated volume levels. Accounts payable and
accrued liabilities  increased from $15,461,000 at June 27, 1997, to $18,854,000
as of March 27, 1998, due primarily to increased accounts payable resulting from
higher  inventory  purchases  and expense  accrued  under the  Company's  profit
incentive plan.

Cash used in  investing  activities  totaled  $7,554,000  as of March 27,  1998,
compared to $5,039,000 for the  corresponding  period the prior year.  Investing
activities  consisted primarily of purchases and replacement of property,  plant
and equipment.

Cash used in  financing  activities  totaled  $2,228,000  as of March 27,  1998,
compared to $1,728,000 for the  corresponding  period the prior year.  Financing
activities  consisted  primarily of  borrowings  and  payments on the  Company's
line-of-credit.

On  September  4, 1997,  the  Company  announced a stock  repurchase  program to
repurchase  up to  500,000  shares of C-COR  common  stock.  The  shares  may be
purchased  from  time to time in the open  market  through  block  or  privately
negotiated transactions,  or otherwise. The Company intends to use its currently
available  capital  resources to fund the purchases.  The  repurchased  stock is
expected  to be held by the  Company  as  treasury  stock to be used to meet the
Company's  obligations  under its present and future  stock option plans and for
other corporate  purposes.  As of March 27, 1998, no shares had been repurchased
under this stock repurchase program.

The Company  maintains  a  line-of-credit  with a bank  pursuant to which it may
borrow the lesser of $23,000,000 or a percentage of eligible accounts receivable
and  inventory.  Borrowings  under the  line-of-credit  are  secured by accounts
receivable and inventory.  The  line-of-credit  is committed through October 30,
1998, at which time the Company anticipates  renewal. The Company had borrowings
on the  line-of-credit as of March 27, 1998, of $1,677,000.  This compares to an
outstanding  balance of $3,466,000 at the end of the Company's fiscal year ended
June 27, 1997. Based upon the Company's analysis of eligible accounts receivable
and inventory,  an additional $19,022,000 was available under the line-of-credit
at March 27, 1998.

Management  believes that  operating  cash flow, as well as the  line-of-credit,
will be  adequate  to  provide  for all cash  requirements  for the  foreseeable
future,  subject to requirements that additional growth or strategic development
might dictate.




<PAGE>


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

As  previously  reported  in the  Company's  Annual  Report on Form 10-K for the
fiscal  year  ended  June  27,  1997,  on  or  about  March  31,  1995,  certain
shareholders  of the Company  filed a complaint  in the United  States  District
Court for the Eastern District of Pennsylvania against the Company and its Chief
Executive  Officer  alleging  violation  of  Section  10(b)  and  20(a)  of  the
Securities  Exchange  Act of 1934 and common  law.  On  September  27,  1997,  a
tentative  settlement was reached with respect to this litigation.  On April 20,
1998,  the court  preliminarily  approved the  settlement  and scheduled a final
hearing to approve the  settlement  to be held on July 7, 1998.  The  settlement
amount was recorded in the financial  statements during the first quarter of the
Company's current fiscal year.

Item 6.  Exhibits and Reports on Form 8-K.

         The following exhibits are included herein:

         (11)     Statement re: computation of earnings per share
         (27)     Financial Data Schedule

Reports on Form 8-K filed during the reporting period: 

None

Reports on Form 8-K filed subsequent to the reporting period:

On March 30,  1998,  the  Registrant  filed a Form 8-K with the  Securities  and
Exchange  Commission  reporting  that  Scott C.  Chandler  had  resigned  as the
Registrant's  President and Chief  Executive  Officer and as a Director of C-COR
Electronics, Inc.


<PAGE>






                                   SIGNATURES


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


                                              C-COR ELECTRONICS, INC.
                                              (Registrant)



Date:     May 11, 1998                        /s/ CHRIS A. MILLER
      -----------------------                 --------------------------
                                              C.P.A., Vice President-Finance
                                              Secretary and Treasurer
                                              (Principal Financial Officer)




Date:     May 11, 1998                        /s/ JOSEPH E. ZAVACKY
      -----------------------                 ---------------------------
                                              Controller and Assistant Secretary
                                              (Principal Accounting Officer)