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:  December 27, 1996

                                       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 - 9,619,382 shares as of February 7, 1997.


                                    
<PAGE>


                                      INDEX

                             C-COR ELECTRONICS, INC.



PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements (unaudited).

              Condensed consolidated  balance  sheets  --  June  28,  1996  and
              December 27, 1996.

              Condensed consolidated statements of income -- thirteen weeks
              ended December 27, 1996 and December 29, 1995; twenty-six weeks
              ended December 27, 1996 and December 29, 1995.

              Condensed consolidated statements of cash flows -- thirteen weeks
              ended December 27, 1996 and December 29, 1995; twenty-six weeks
              ended December 27, 1996 and December 29, 1995.

              Notes to condensed consolidated  financial statements --
              December 27, 1996.



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



PART II.  OTHER INFORMATION

Item 4.  Submission of matters to a vote of Shareholders.

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

<TABLE>
Item 1.  Financial Statements
<CAPTION>

                             C-COR ELECTRONICS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS



                  
                                                             December 27,       June 28,
                                  ASSETS                         1996             1996
                                                             -----------      ----------
                                                             (Unaudited)         (Note)
                                                                     (000's omitted)
<S>                                                          <C>              <C>
CURRENT ASSETS
  Cash and cash equivalents                                  $     1,917      $   1,474
  Marketable securities                                              564            364
  Accounts receivable                                             18,094         21,465
                                                             -----------      ----------
                                                                  20,575         23,303
                                                             -----------      ----------
  Inventories:
    Raw materials                                                 17,466         14,508
    Work-in-process                                                3,211          4,349
    Finished goods                                                 5,148          4,049
                                                             -----------      ----------
      Total inventories                                           25,825         22,906
                                                             -----------      ----------
  Deferred taxes                                                   2,853          3,304
  Other current assets                                             1,585          1,964
                                                             -----------      ----------
TOTAL CURRENT ASSETS                                              50,838         51,477
                                                             -----------      ----------
PROPERTY, PLANT, AND EQUIPMENT, NET                               25,781         25,617
INTANGIBLE ASSETS AND OTHER LONG-TERM ASSETS, NET                  1,328          1,313
                                                             -----------      ----------
TOTAL ASSETS                                                 $    77,947      $  78,407
                                                             ===========      ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                   $    14,386      $  13,918
  Income taxes (recoverable) payable                                (727)           131
  Line-of-credit                                                       0          1,147
  Current portion of long-term debt                                  825            829
                                                             -----------      ----------
TOTAL CURRENT LIABILITIES                                         14,484         16,025
                                                             -----------      ----------
LONG-TERM DEBT, less current portion                               6,786          7,201
DEFERRED TAXES                                                     1,427          1,367
OTHER LONG-TERM LIABILITIES                                          643            497
                                                             -----------      ----------
TOTAL LIABILITIES                                                 23,340         25,090
                                                             -----------      ----------
SHAREHOLDERS' EQUITY
   Common Stock, $.10 par; authorized shares 
   24,000,000; issued shares of 9,615,386 on 12/27/96
   and 9,602,528 on 06/28/96                                         962            960
  Additional paid-in capital                                      19,811         19,602
  Retained earnings                                               33,904         32,810
  Translation adjustment                                             (52)           (34)
  Net unrealized loss on marketable securities                       (18)           (21)
                                                             -----------      ----------
TOTAL SHAREHOLDERS' EQUITY                                        54,607         53,317
                                                             -----------      ----------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY                     $    77,947      $  78,407
                                                             ===========      ==========


<FN>
Note:  The balance sheet at June 28, 1996 has been derived from the audited 
        financial statements at that date.

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

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

                                                      Thirteen Weeks Ended               Twenty-Six Weeks Ended
                                                December 27,         December 29,    December 27,     December 29,
                                                    1996                1995            1996             1995
                                                -----------          -----------     -----------      -----------
                                                              (000's omitted, except per share data)
<S>                                             <C>                 <C>             <C>               <C>
 NET SALES                                      $   34,913          $   35,657      $   68,927         $  75,297
                                                -----------          -----------     -----------      -----------

 COSTS AND EXPENSES:
   Cost of sales                                    27,394              27,320          53,606            56,129
   Selling, general and administrative 
     expenses                                        4,318               4,639           8,434             9,319
   Research and product development costs            2,664               2,120           5,113             4,070
   Interest expense                                     54                 325             116               701
   Investment income                                   (38)                 (8)            (65)              (21)
   Foreign exchange (gain) loss                        (29)                 77             (27)             (147)
   Other expenses                                       88                  48             129                72
                                                -----------          -----------     -----------      -----------
                                                    34,451              34,521          67,306            70,123
                                                -----------          -----------     -----------      -----------

 INCOME BEFORE INCOME TAXES                            462               1,136           1,621             5,174
 INCOME TAXES                                          127                 440             527             1,847
                                                -----------          -----------     -----------      -----------

 NET INCOME                                      $     335        $        696       $   1,094      $      3,327
                                                ===========          ===========     ===========      ===========

 NET INCOME PER SHARE:
   Primary                                       $    0.03        $       0.07       $    0.11      $       0.34
                                                ===========          ===========     ===========      ===========

   Fully diluted                                 $    0.03        $       0.07       $    0.11      $       0.34
                                                ===========          ===========     ===========      ===========



<FN>
 See notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                             C-COR ELECTRONICS, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



                                                                 Thirteen Weeks Ended              Twenty-Six Weeks Ended
                                                            December 27,      December 29,      December 27,     December 29,
                                                                1996              1995              1996             1995
                                                            -----------       -----------       -----------      -----------
                                                                                    (000's omitted)

 <S>                                                        <C>              <C>               <C>              <C>
 OPERATING ACTIVITIES
 Net Income                                                 $     335        $       696       $   1,094        $     3,327
   Adjustments to reconcile net income to net cash
     and cash equivalents provided by (used in)
     operating activities:
   Depreciation and amortization                                1,521              1,331           3,039              2,649
   Provision for deferred retirement salary plan                  109                 19             146                 39
   Loss (gain) on sale of property, plant and equipment            46                  -              46                 (2)
   Changes in operating assets and liabilities:
   Accounts receivable                                          2,771              5,610           3,371              9,194
   Inventories                                                   (542)            (1,069)         (2,919)            (2,233)
   Other assets                                                    12                 25             256                313
   Accounts payable                                               (22)               953           1,269               (696)
   Accrued liabilities                                             16               (497)           (801)            (1,968)
   Income taxes                                                  (963)            (2,037)           (858)            (2,519)
   Deferred income taxes                                          382                 10             509               (201)
 NET CASH AND CASH EQUIVALENTS PROVIDED BY                  -----------       -----------       -----------      -----------
   OPERATING ACTIVITIES                                         3,665              5,041           5,152              7,903
                                                            -----------       -----------       -----------      -----------
 INVESTING ACTIVITIES
   Purchase of property, plant and equipment                   (2,041)            (1,988)         (3,171)            (4,486)
   Proceeds from sale of property, plant and equipment             12                  -              12                  2
   Purchase of marketable securities                                -                  -            (200)                 -
   Proceeds from sale of marketable securities                      5                  -               5                  -
   Proceeds from maturity of marketable securities                  -                  -               -                 20
 NET CASH AND CASH EQUIVALENTS                              -----------       -----------       -----------      -----------
   (USED IN) INVESTING ACTIVITIES                              (2,024)            (1,988)         (3,354)            (4,464)
                                                            -----------       -----------       -----------      -----------
 FINANCING ACTIVITIES
   Payment of debt and capital lease obligations                 (211)              (128)           (419)              (156)
   Proceeds from long-term debt borrowing                           -              6,052               -              6,052
   Proceeds from line-of-credit                                     -             10,609             555             26,539
   Payment of line-of-credit                                        -            (17,741)         (1,702)           (36,990)
   Tax benefit deriving from exercise and 
     sale of stock option shares                                   11                197              71              1,790
   Issue common stock to retirement plan                            -                  -               -                  -
   Issue common stock to employee stock purchase plan              18                 22              45                 46
   Proceeds from exercise of stock options                         31                148              95                953
 NET CASH AND CASH EQUIVALENTS (USED IN)                    -----------       -----------       -----------      -----------
   FINANCING ACTIVITIES                                          (151)              (841)         (1,355)            (1,766)
                                                            -----------       -----------       -----------      -----------
 INCREASE IN CASH AND CASH EQUIVALENTS                          1,490              2,212             443              1,673
 Cash and cash equivalents at beginning of period                 427              1,006           1,474              1,545
                                                            -----------       -----------       -----------      -----------
 CASH AND CASH EQUIVALENTS AT END OF PERIOD                 $   1,917        $     3,218       $   1,917        $     3,218
                                                            ===========       ===========       ===========      ===========
<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 December 27, 1996, and the
results of its operations  for the  thirteen-week  period then ended.  Operating
results for the  twenty-six  week period are not  necessarily  indicative of the
results  that may be expected  for the year ending  June 27,  1997.  For further
information refer to financial  statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ending June 28, 1996.

2. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

                                                                     December 27,           June 28,
                                                                        1996                  1996
                                                                  ----------------       ----------------
                                                                             (000's omitted)
<S>                                                               <C>                    <C>
Accounts payable                                                          $ 7,996                $ 6,727
Accrued incentive plan expense                                                120                    318
Accrued vacation expense                                                    1,494                  1,532
Accrued salary expense                                                        642                    752
Accrued salary and sales tax expense                                          553                    942
Accrued warranty expense                                                    1,985                  1,772
Accrued workers compensation 
  self-insurance expense                                                      754                    704
Accrued other                                                                 842                  1,171 
                                                                  ----------------       ----------------
                                                                          $14,386                $13,918
                                                                  ================       ================
</TABLE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations


General

The following  discussion addresses the financial condition of the Company as of
December 27,  1996,  and the results of  operations  for the  thirteen-week  and
twenty-six week periods ended December 27, 1996,  compared with the same periods
the  prior  year.  This  discussion  should  be read  in  conjunction  with  the
Management's  Discussion and Analysis section for the fiscal year ended June 28,
1996, included in the Company's Annual Report on Form 10-K.

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,   the  possibility  of  greater  sales
opportunities,  the timing and amount of resumed  capital  spending by some CATV
customers,  the continuation of competitive  pricing pressures and the continued
availability  of capital  resources.  Although  the  Company  believes  that 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,  changes in the cost and  availability  of parts and
supplies,  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  December  27,  1996,  were
$34,913,000, a decrease of 2% from the prior year's sales of $35,657,000 for the
same period.  Net sales for the twenty-six  week period ended December 27, 1996,
were  $68,927,000,  a decrease of 8% from the prior year's sales of  $75,297,000
for the same period.  The decreased  sales for the second quarter and six months
versus the same  period the prior year were  primarily  attributable  to reduced
demand for RF  distribution  products by  international  customers  in the cable
television (CATV) industry.

Domestic  sales as a  percentage  of total  consolidated  sales were 71% for the
quarter  ended  December 27,  1996,  and 76% for the period  year-to-date.  This
compares to 57% for the quarter and 54%  year-to-date  for the same  periods the
prior year. Sales to domestic customers  increased 24% during the quarter ending
December  27,  1996,  and 32% for the period  year-to-date  compared to the same
periods  the prior year.  The  increases  are the result of  expanded  bandwidth
requirements  by new and  existing  customers.  The  Company  believes  that its
continued  development  and  introduction  of new products for hybrid fiber coax
(HFC)  networks  will enhance its product  offerings  and provide  greater sales
opportunities  to both  domestic  and  international  customers  throughout  the
remainder of fiscal year 1997.


<PAGE>



International sales as a percentage of total consolidated sales were 29% for the
quarter  ended  December 27,  1996,  and 24% for the period  year-to-date.  This
compares to 43% for the quarter and 46% year-to-date for the same periods of the
prior year.  Sales to international  customers  decreased 36% during the quarter
ending  December 27, 1996, and 54% for the period  year-to-date  compared to the
same periods of the prior year.  The  decrease for the quarter and  year-to-date
periods  resulted  primarily  from reduced  demand by a significant  customer in
Canada,   and  customers  in  Asia,   and  Latin   America.   Countries  in  the
aforementioned  areas  represent  distinct  markets for CATV  equipment,  and in
general, demand can be highly variable.

The Company's  backlog of sales orders at December 27, 1996,  was  approximately
$29.9  million,  up  slightly  from  $28.3  million  at the end of the  previous
quarter.  The  Company's  book-to-bill  ratio for the past two quarters has been
above 1.

Several  major  Multiple  System  Operators  (MSOs) in the industry are placing
tighter controls on capital expenditures. Although the Company believes that any
moratoriums on capital  spending by MSOs are temporary,  it cannot predict when
or if capital spending will return to prior levels.

Gross profit percentage for the  thirteen-week  period ending December 27, 1996,
was  21.5%  versus  23.4%  for the same  period  the prior  year.  Gross  profit
percentage for the twenty-six  week period ending  December 27, 1996, was 22.2 %
versus 25.5% for the same period the prior year.  The  reduction in gross profit
margin for the quarter and year-to-date  period is primarily a result of changes
in product sales mix and reduced manufacturing  capacity utilization compared to
the same periods the prior year. In addition,  excess  capacity among  suppliers
continues to drive  competitive  pricing  pressures,  particularly on RF coaxial
cable  amplifiers.  The Company  expects pricing  pressures to continue,  but is
actively  working  on  process  improvements  and  other  programs  to  increase
productivity  and reduce  costs  throughout  the Company, with the  objective of
mitigating the effect of these pressures.  The Company has recently  implemented
several  cost-reduction  initiatives,   including  work  force  adjustments  and
cutbacks  in  various  operating  budgets,  with  the goal of  improving  profit
margins.

Selling,  general and administrative expense for the quarter ending December 27,
1996,  was  $4,318,000,  a  decrease  of 7%  from  the  prior  year's  total  of
$4,639,000.  Selling, general and administrative expense for the twenty-six week
period ending December 27, 1996, was $8,434,000, a decrease of 9% from the prior
year's expense of $9,319,000 for the same period.  The reduction for the quarter
and  year-to-date   period is  primarily  the  result of  various  ongoing  cost
reduction initiatives.

Research and product development costs for the quarter ending December 27, 1996,
were  $2,664,000,  an increase of 26% over the prior year's total of  $2,120,000
for the same period.  Research and product  development costs for the twenty-six
week period ending December 27, 1996, were  $5,113,000,  an increase of 26% over
the prior year's total of $4,070,000 for the same period.  The increases are due
primarily  to the  continued  expanded  funding of AM and Digital  fiber  optics
product  development,  as  well  as  expenditures  for  improvement  of  product
development processes.

Interest  expense for the quarter  ending  December  27, 1996,  was  $54,000,  a
decrease of 83% from the prior  year's  total of $325,000  for the same  period.
Interest  expense for the twenty-six  week period ending  December 27, 1996, was
$116,000, a decrease of 83% from the prior year's total of $701,000 for the same
period.  This  decrease  for the  quarter  and  year-to-date  period is due to a
reduced level of outstanding  borrowings on the Company's  line-of-credit during
the periods.


<PAGE>


The  effective  income tax rate for the quarter  ending  December 27, 1996,  was
27.5%,  compared  to 38.7% for the same  period the prior  year.  The  effective
income tax rate for the year-to-date period ending December 27, 1996, was 32.5%,
compared to 35.7% for the same period the prior year.  The  provision for income
taxes  relates to both U.S.  and  non-U.S.  operations.  The  reduction  for the
quarter and year-to-date period reflects adjustments in the tax rate arising out
of  changes  in the  relative  level  of  profitability  of  U.S.  and  non-U.S.
operations.

Liquidity and Sources of Capital

Cash and cash equivalents  totaled $1,917,000 as of December 27, 1996,  compared
to $1,474,000 at June 28, 1996. Cash and cash equivalents provided by operations
totaled $5,152,000,  for the twenty-six week period ended December 27, 1996. The
Company continues to maintain sufficient  liquidity to fund its operations under
current business conditions.

On December 27, 1996,  the Company  announced a stock  repurchase  program.  The
program  allows the Company 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.

The Company  maintains  a  line-of-credit  with a bank  pursuant to which it may
borrow the lesser of $23,000,000 or percentages of eligible accounts  receivable
and  inventory.  The borrowings are  collateralized  by accounts  receivable and
inventory.  The  line-of-credit  is committed  through October 31, 1997, and the
Company anticipates renewing this line-of-credit agreement.  The Company had no
borrowings on this  line-of-credit  as of December 27, 1996. This compares  to a
balance of  $1,147,000  at the end of the  Company's  fiscal year ended June 28,
1996.  Based upon the  Company's  analysis of eligible  accounts receivable and
inventory,  approximately  $18,945,000 was available to borrow at December 27, 
1996.

Management  believes  that  operating cash  flow, as well as the  aforementioned
financing  source,  will adequately  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 4.  Submission of matters to a vote of Shareholders

The Company's  Annual Meeting of  Shareholders  was held on October 15, 1996, at
which the holders of at least  7,977,157  shares of Common  Stock of the Company
(out of a total of  9,609,496  shares  outstanding  and entitled to vote at such
Annual Meeting),  were present in person or represented by proxy (representing a
quorum for the transaction of business). The following items were submitted to a
vote by shareholders:

     1. The election of three directors
     2. The approval of a proposed amendment to the C-COR Electronics, Inc. 1988
        Stock Option Plan to expand the class of persons eligible to participate
        in such plan.
     3. The approval of a proposed amendment to the C-COR Electronics, Inc. 1992
        Employee Stock Purchase Plan to provide for monthly (rather than 
        quarterly) purchases under such plan.

Details of the proposals noted above were provided to shareholders in the form 
of a Notice of Annual Meeting of Shareholders, dated September 13, 1996, and
mailed on or about September 13, 1996.

Mr. Scott C.  Chandler was elected as a director  until 1999.  Mr. I.N.  Rendall
Harper, Jr. and Dr. Frank Rusinko,  Jr. were re-elected as directors until 1999.
Furthermore, proposals 2 and 3 above were duly approved by the shareholders.

The voting results on the three matters noted above are set forth as follows:
<TABLE>

1. Election of Directors:
<S>                           <C>                 <C>
Name of Nominee               Votes For           Votes Withheld
-------------------           -------------       --------------
Scott C. Chandler                 7,902,222               74,935
I.N. Rendall Harper, Jr.          7,903,447               73,710
Dr. Frank Rusinko, Jr.            7,903,447               73,710
</TABLE>
<TABLE>
2. Approval of the amendment to the C-COR Electronics, Inc. 1988 Stock Option
Plan to expand the class of persons eligible to participate in such plan:
<S>            <C>                 <C>            <C>    
Votes For      Votes Against       Abstentions    Non-Voting
6,506,525            987,334            26,428       456,870
</TABLE>

<TABLE>
3. Approval of the amendment to the C-COR Electronics, Inc. 1992 Employee Stock
Purchase Plan to provide for monthly (rather than quarterly) purchases under
such plan:
<S>            <C>                 <C>            <C>
Votes For      Votes Against       Abstentions    Non-Voting
7,374,805            104,624            40,858       456,870
</TABLE>

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

The following exhibit is included herein:
(11)  Statement re: computation of earnings per share

The Company did not file any reports on Form 8-K during the thirteen-week period
ended December 27, 1996.
<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: February 10, 1997                        /s/ CHRIS A. MILLER
                                               Chris A. Miller, C.P.A.,
                                               Vice President-Finance,
                                               Secretary & Treasurer
                                               (Principal Financial Officer)

Date: February 10, 1997                        /s/ JOSEPH E. ZAVACKY
                                               Controller & Assistant
                                               Secretary
                                               (Principal Accounting Officer)