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 26, 1999

                                       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 - 9,163,439 shares as of May 03, 1999.



<PAGE>


                                      INDEX

                             C-COR ELECTRONICS, INC.



PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements (unaudited).

              Condensed  consolidated balance sheets -- March 26, 1999, and June
              26, 1998.

              Condensed consolidated  statements of operations -- thirteen weeks
              ended March 26, 1999, and March 27, 1998;  thirty-nine weeks ended
              March 26, 1999, and March 27, 1998.

              Condensed  consolidated  statements  of cash flows --  thirty-nine
              weeks ended March 26, 1999, and March 27, 1998.

              Notes to condensed  consolidated financial statements -- March 26,
              1999.



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



PART II.  OTHER INFORMATION

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 26,        June 26,
                                  ASSETS                         1999            1998
                                                             -----------      ----------
                                                             (Unaudited)         (Note)
                                                                     (000's omitted)
<S>                                                          <C>              <C>
CURRENT ASSETS
  Cash and cash equivalents                                  $       571      $   2,313
  Marketable securities                                              383            356
  Accounts receivable                                             22,950         19,404
                                                             -----------      ----------
                                                                  23,904         22,073
                                                             -----------      ----------
  Inventories:
    Raw materials                                                 15,116         12,770
    Work-in-process                                                3,052          1,755
    Finished goods                                                 2,577          2,850
                                                             -----------      ----------
      Total inventories                                           20,745         17,375
                                                             -----------      ----------
  Deferred taxes                                                   3,818          2,797
  Property held for sale, net                                      1,281              0
  Other current assets                                             1,470          2,468
  Net current assets of discontinued operations                      353              0
                                                             -----------      ----------
TOTAL CURRENT ASSETS                                              51,571         44,713
                                                             -----------      ----------
PROPERTY, PLANT, AND EQUIPMENT, NET                               25,508         27,751
INVESTMENT                                                         5,000              0
INTANGIBLE ASSETS, NET                                             1,231          1,295
OTHER LONG-TERM ASSETS                                             2,331          1,759
                                                             -----------      ----------
TOTAL ASSETS                                                 $    85,641      $  75,518
                                                             ===========      ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                   $    22,310      $  16,029
  Line of credit                                                       0              0
  Current portion of long-term debt                                  758            854
  Net current liabilities of discontinued operations                   0            517
                                                             -----------      ----------
TOTAL CURRENT LIABILITIES                                         23,068         17,400
                                                             -----------      ----------
LONG-TERM DEBT, less current portion                               3,822          5,513
DEFERRED TAXES                                                     1,505          1,374
OTHER LONG-TERM LIABILITIES                                        1,327          1,041
                                                             -----------      ----------
TOTAL LIABILITIES                                                 29,722         25,328
                                                             -----------      ----------
SHAREHOLDERS' EQUITY
  Common Stock, $.10 par; authorized shares 
   24,000,000; issued shares of 9,718,042 on  3/26/99,
   and 9,672,128 on 06/26/98.                                        972            967
  Additional paid-in capital                                      20,787         20,341
  Retained earnings                                               41,249         34,877
  Accumulated other comprehensive loss                              (109)           (99)
  Treasury stock                                                  (6,980)        (5,896)
                                                             -----------      ----------
TOTAL SHAREHOLDERS' EQUITY                                        55,919         50,190
                                                             -----------      ----------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY                     $    85,641      $  75,518
                                                             ===========      ==========


<FN>
Note:  The balance sheet at June 26, 1998, 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 26,           March 27,        March 26,            March 27,
                                                    1999                1998             1999                1998
                                                -----------          -----------     -----------          -----------
                                                               (000's omitted, except per share data)
<S>                                             <C>                 <C>             <C>                  <C>        
 NET SALES                                      $   44,144          $   40,248      $  114,207           $  114,498 
                                                -----------         -----------     -----------          -----------

 COSTS AND EXPENSES:                                                                                                
   Cost of sales                                    33,919              31,574          87,283               89,171 
   Selling, general and administrative                                                                              
     expenses                                        4,141               3,948          11,388               11,275 
   Research and product development costs            1,808               1,877           6,226                5,340 
   Interest expense                                     85                 115             172                  268 
   Investment income                                    (5)                 (7)            (75)                 (19)
   Foreign exchange loss (gain)                        (34)                (33)             36                  111 
   Other expense (income)                              (34)                (15)            (11)                 273 
                                                -----------         -----------     -----------          -----------
                                                    39,880              37,459         105,019              106,419 
                                                -----------         -----------     -----------          -----------

 INCOME FROM CONTINUING OPERATIONS                                                                                  
   BEFORE INCOME TAXES                               4,264               2,789           9,188                8,079 

 INCOME TAX EXPENSE                                  1,459                 912           3,120                2,735 
                                                -----------         -----------     -----------          -----------

 INCOME FROM CONTINUING OPERATIONS                   2,805               1,877           6,068                5,344 

 DISCONTINUED OPERATIONS:                                                                                           
  Gain on disposal of discontinued                                                                                   
   business segment, less applicable                                                                                
   income tax expense                                    0                 363             304                  363 
                                                -----------         -----------     -----------          -----------

 NET INCOME                                     $    2,805          $    2,240      $    6,372           $    5,707 
                                                ===========         ===========     ===========          ===========

 NET INCOME PER SHARE - (BASIC):                                                                             

   Continuing operations                        $     0.31          $     0.20      $    0.67            $    0.58  
   Discontinued operations                            0.00                0.04           0.03                 0.04  
                                                -----------         -----------     -----------          -----------
 NET INCOME PER SHARE                           $     0.31          $     0.24      $    0.70            $    0.62  
                                                ===========         ===========     ===========          ===========

 NET INCOME PER SHARE - (DILUTED):

   Continuing operations                        $     0.30          $     0.20      $    0.65            $    0.57  
   Discontinued operations                            0.00                0.04           0.03                 0.04  
                                                -----------         -----------     -----------          -----------
 NET INCOME PER SHARE                           $     0.30          $     0.24      $    0.68            $    0.61  
                                                ===========         ===========     ===========          ===========

<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 26,         March 27,
                                                                 1999             1998 
                                                             -----------       -----------
                                                                    (000's omitted)

 <S>                                                         <C>               <C>
 OPERATING ACTIVITIES
 Net Income                                                  $ 6,372           $ 5,707 
   Adjustments to reconcile net income to net cash and cash equivalents provided
     by operating activities:
   Depreciation and amortization                               5,240             4,682 
   Gain on disposal of discontinued operations,                                        
     net of tax expense                                         (304)             (363)
   Provision for deferred retirement salary plan                 186                72 
   Loss on sales of property, plant and equipment                 62                 - 
   Changes in operating assets and liabilities:                                        
     Accounts receivable                                      (3,546)           (1,636)
     Inventories                                              (3,370)           (1,980)
     Other assets                                                426            (1,257)
     Accounts payable                                          5,290               941 
     Accrued liabilities                                         991             2,452 
     Other liabilities                                           100               200 
     Deferred income taxes                                      (887)             (599)
     Discontinued operations - working capital changes                                 
      and noncash charges                                       (566)            1,536 
 NET CASH AND CASH EQUIVALENTS PROVIDED BY                  -----------       ---------
   OPERATING ACTIVITIES                                        9,994             9,755 
                                                            -----------       ---------
 INVESTING ACTIVITIES                                                          
   Purchase of property, plant and equipment                  (4,281)           (7,591)
   Purchase of marketable securities                             (35)                -
   Proceeds from sale of marketable securities                     -                15
   Investment                                                 (5,000)                -
   Investing activities of discontinued operations                 -                22 
 NET CASH AND CASH EQUIVALENTS                              -----------       -----------  
    USED IN  INVESTING ACTIVITIES                             (9,316)           (7,554)
                                                            -----------       -----------
 FINANCING ACTIVITIES
   Payment of debt and capital lease obligations              (4,787)             (624)
   Proceeds from long-term debt borrowing                      3,000                 -
   Proceeds from line of credit                               17,670            44,961
   Payment of line of credit                                 (17,670)          (46,750)
   Issue common stock to employee stock purchase plan             36                40
   Proceeds from exercise of stock options                       415               145
   Purchase of treasury stock                                 (1,084)                - 
 NET CASH AND CASH EQUIVALENTS  USED IN                     -----------       -----------
   FINANCING ACTIVITIES                                       (2,420)           (2,228)
                                                            -----------       -----------
 DECREASE IN CASH AND CASH EQUIVALENTS                        (1,742)              (27)
 Cash and cash equivalents at beginning of period              2,313               452
                                                            -----------       -----------
 CASH AND CASH EQUIVALENTS AT END OF PERIOD                  $   571           $   425
                                                            ===========       ===========
<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 26, 1999, 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 25, 1999. 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 26, 1998.

2. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

                                                    March 26,             June 26,
                                                      1999                  1998
                                                ----------------       ----------------
                                                           (000's omitted)
<S>                                                     <C>                    <C>    
Accounts payable                                        $11,074                $ 5,784
Accrued incentive plan expense                              821                  1,716
Accrued vacation expense                                  1,772                  1,435
Accrued salary expense                                    1,431                    719
Accrued salary and sales tax expense                        814                    903
Accrued warranty expense                                  1,607                  1,716
Accrued workers' compensation 
  self-insurance expense                                  1,704                  1,319
Accrued restructuring costs                                   -                    625
Accrued other                                             3,087                  1,812 
                                                ----------------       ----------------
                                                        $22,310                $16,029
                                                ================       ================
</TABLE>

3. COMPREHENSIVE INCOME:

During the quarter ended  September 25, 1998, the Company  adopted  Statement of
Financial  Accounting  Standards  No.  130,  "Reporting   Comprehensive  Income"
(Statement 130), which is required for fiscal years beginning after December 15,
1997. Statement 130 establishes standards for reporting comprehensive income and
its  components  in a full  set of  general-purpose  financial  statements.  The
components of accumulated other comprehensive  income (loss), net of tax, of the
Company are as follows: <TABLE> <CAPTION>
                                                          March 26,               June 26,
                                                            1999                    1998
                                                         -----------             ----------
                                                                  (000's omitted)
<S>                                                        <C>                      <C>    
Foreign currency translation adjustments                   $   (97)                 $  (92)
Unrealized loss on equity securities                           (12)                     (7)
                                                         ----------              ----------
Accumulated other comprehensive income (loss)              $  (109)                 $  (99)
                                                         ==========              ==========
</TABLE>
The components of comprehensive  income of the Company for the thirteen-week and
thirty-nine-week  periods  ended  March 26,  1999,  and March 27,  1998,  are as
follows: <TABLE> <CAPTION>
                                                         Thirteen Weeks Ended               Thirty-Nine Weeks Ended
                                                       March 26,          March 27,       March 26,         March 27,
                                                          1999              1998             1999              1998
                                                        --------          --------         --------          --------
                                                                               (000's omitted)
<S>                                                      <C>               <C>              <C>               <C>      
Net income                                               $ 2,805           $ 2,240          $ 6,372           $ 5,707  
Other comprehensive income, net of tax:
    Foreign currency translation adjustments                 (20)              (11)              (3)                9
    Unrealized (loss) gain  on equity securities              (1)               (1)              (5)                4
                                                         --------         --------          --------         --------
Other comprehensive income                                   (21)              (12)              (8)               13
                                                         --------         --------          --------         --------
Comprehensive income                                     $ 2,784           $ 2,228          $ 6,364           $ 5,720
                                                         ========         ========          ========         ========
</TABLE>

4. NET INCOME PER SHARE:

Basic  earnings per share are computed  based on the weighted  average number of
common shares outstanding,  excluding any dilutive options and awards.  Dilutive
earnings per share are computed  based on the weighted  average number of common
shares  outstanding plus the dilutive effect of options.  The dilutive effect of
options is calculated  under the treasury  stock method using the average market
price for the  period.  Net  income  per  share is  calculated  for the  periods
presented as follows: <TABLE> <CAPTION>
                                              Thirteen Weeks Ended                     Thirty-Nine Weeks Ended
                                         March 26,           March 27,            March 26,            March 27,
                                           1999                 1998                 1999                 1998
                                       ------------         ------------         ------------         ------------
                                                         (000's omitted, except per share data)
<S>                                    <C>                  <C>                  <C>                  <C>
Basic:
Weighted average shares outstanding        9,112                9,154                9,128                9,147
                                       ------------         ------------         ------------         ------------
Total                                      9,112                9,154                9,128                9,147


Income from continuing operations      $   2,805            $   1,877            $   6,068            $   5,344
Gain from discontinued operations              0                  363                  304                  363 
                                       ------------         ------------         ------------         ------------
Net income                             $   2,805            $   2,240            $   6,372            $   5,707
                                       ============         ============         ============         ============

Net income per share
  Continuing operations                $    0.31            $    0.20            $    0.67            $     0.58
  Discontinued operations                   0.00                 0.04                 0.03                  0.04 
                                       ------------         ------------         ------------         ------------
Net income per share                   $    0.31            $    0.24            $    0.70            $     0.62
                                       ============         ============         ============         ============


Diluted:

Weighted average shares outstanding        9,112                9,154                9,128                9,147
Weighted average common stock
  equivalents                                293                  266                  255                  244
                                       ------------         ------------         ------------         ------------
Total                                      9,405                9,420                9,383                9,391

Income from continuing operations      $   2,805            $   1,877            $   6,068            $   5,344
Gain from discontinued operations              0                  363                  304                  363 
                                       ------------         ------------         ------------         ------------
Net income                             $   2,805            $   2,240            $   6,372            $   5,707
                                       ============         ============         ============         ============

Net income per share
  Continuing operations                $    0.30            $    0.20            $    0.65            $    0.57
  Discontinued operations                   0.00                 0.04                 0.03                 0.04 
                                       ------------         ------------         ------------         ------------
Net income per share                   $    0.30            $    0.24            $    0.68            $    0.61
                                       ============         ============         ============         ============


</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
March  26,  1999,  and the  results  of  operations  for the  thirteen-week  and
thirty-nine-week periods ended March 26, 1999, compared with the same 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 26,
1998, 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, continuation of increased domestic spending
for network upgrades,  the Company's competitive position for providing products
and services,  the continuation of competitive  pricing  pressures,  anticipated
increased spending on research and product  development,  the anticipated higher
production  levels for the fourth  quarter of fiscal  year 1999,  the  continued
availability of capital resources, and the Company's ability to assess the risks
of the Year 2000 issue with respect to its operations,  and to resolve them in a
timely  manner.  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,
changes in the cost and  availability  of parts and  supplies,  fluctuations  in
warranty  costs,  new  product  development   activities,   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 26, 1999, were $44,144,000,
an  increase  of 10% from the prior  year's  sales of  $40,248,000  for the same
period.  The increase in sales was primarily  attributable to increased sales in
the domestic market, as well as in Asia. The Company  experienced a reduction of
sales in Canada, Latin America,  and Europe during the quarter,  compared to the
same period of the prior year. Net sales for the  thirty-nine-week  period ended
March 26,  1999,  were  $114,207,000,  a decrease of less than 1% from the prior
year's sales of $114,498,000 for the same period. The year-to-date results as of
March 26,  1999,  reflect an increase  in sales to the  domestic  market,  which
offset a reduction in sales to international markets.

Domestic sales, as a percentage of total  consolidated  sales,  were 88% for the
quarter ended March 26, 1999, and 87% for the period year-to-date. This compares
to 83% for the quarter and 75%  year-to-date  for the same  periods of the prior
year. Sales to domestic  customers  increased 17% during the quarter ended March
26, 1999, and 17% for the period  year-to-date,  compared to the same periods of
the  prior  year.   The  Company  has  seen  a  steady   demand  from   domestic
telecommunication  operators for hybrid/fiber coax (HFC) distribution equipment.
The Company  believes  network upgrade and rebuild  activities have continued by
telecommunications operators, as they continue to increase capacity for delivery
of improved  services to subscribers.  These services include not only voice and
video   requirements,   but  also  demands  for  high-speed  data  transmission.
Competition for delivering  these advanced  services has continued to accelerate
change and consolidation in the telecommunication industry. The Company believes
it is positioned well for providing  competitive and cost effective products and
services to these  telecommunication  operators,  enabling them to provide these
advanced services to their subscribers.

International  sales, as a percentage of total consolidated  sales, were 12% for
the quarter  ended March 26,  1999,  and 13% for the period  year-to-date.  This
compares to 17% for the quarter and 25% year-to-date for the same periods of the
prior year.  Sales to international  customers  decreased 23% during the quarter
ended March 26, 1999, and 51% for the period year-to-date,  compared to the same
periods of the prior year. The decrease for the quarter, resulted primarily from
reduced  demand in  Europe  and  Latin  America.  The  decrease  for the  period
year-to-date  resulted  primarily from reduced demand from a customer in Canada,
as well as reduced  sales to Europe,  Asia,  and Latin  America.  These  markets
continue to represent  distinct markets for cable television  (CATV)  equipment,
and, in general, demand can be highly variable.

The Company's backlog of sales orders at March 26, 1999, was approximately $54.7
million,  consisting of backlog from domestic and international customers of 91%
and 9%, respectively.  This compares to a backlog of approximately $27.2 million
at March 27,  1998,  consisting  of  backlog  from  domestic  and  international
customers of 92% and 8%,  respectively.  The Company's backlog was approximately
$42.4 million at the end of the previous fiscal quarter ended December 25, 1998,
which consisted of backlog from domestic and international  customers of 85% and
15%,  respectively.  The Company booked approximately $56.6 million of new sales
orders  during the quarter  ended March 26, 1999,  resulting  in a  book-to-bill
ratio for the quarter of 1.3,  compared to 1.5 for the  previous  quarter  ended
December 25, 1998. The increased sales order activity derived primarily from the
domestic market.

Gross profit percentage for the  thirteen-week  period ended March 26, 1999, was
23.2%  versus  21.6%  for the  same  period  of the  prior  year.  Gross  profit
percentage  for the  thirty-nine-week  period  ended March 26,  1999,  was 23.6%
versus  22.1% for the same period of the prior year.  The  increase in the gross
profit margin for the quarter and year-to-date periods is a result of changes in
product sales mix and steps the Company has  undertaken  to lower  manufacturing
costs,  which include  increasing  the capacity of the  Company's  manufacturing
facility in Tijuana,  Mexico.  Although pricing pressures continue,  the Company
has  taken  steps  to  improve  manufacturing  processes  in  order  to  enhance
efficiency   and   productivity,   and   to   redesign   products   to   enhance
manufacturability and reduce material costs.

Selling,  general and administrative expenses for the thirteen-week period ended
March 26, 1999, were  $4,141,000,  an increase of 5% over the prior year's total
of $3,948,000 for the same period. Selling,  general and administrative expenses
for the  thirty-nine-week  period ended March 26,  1999,  were  $11,388,000,  an
increase of 1% over the prior year's total of  $11,275,000  for the same period.
The increases are due to various  selling and  administrative  costs,  including
personnel costs  associated with expansion of the Company's  technical  customer
services business unit.

Research and product development costs for the thirteen-week  period ended March
26,  1999,  were  $1,808,000,  a decrease of 4% over the prior  year's  total of
$1,877,000 for the same period.  Research and product  development costs for the
thirty-nine-week  period ended March 26, 1999, were  $6,226,000,  an increase of
17% over the prior year's total of $5,340,000 for the same period.  The decrease
for the  quarter  is due to lower  development  expenses,  compared  to the same
period  of the  prior  year.  The  increase  year-to-date  is a result of higher
personnel  costs  and  increased  expenditures  due to the  Company's  continued
investments  in  new  products  and  technologies,   which  include   additional
development costs for the Company's Navicor(TM) platform of products,  and cable
network  management  software.  During the quarter,  the Company began  shipping
Navicor  products to  customers.  In  accordance  with the  current  development
schedule and beta tests  underway  with the Company's  cable network  management
system (CNM(TM) System 2), the Company  anticipates  production  release of this
product during the fourth quarter of the Company's fiscal year 1999. Anticipated
new technology  enhancement  initiatives  are expected to increase  research and
product development expenses in future periods.

Interest expense for the thirteen-week period ended March 26, 1999, was $85,000,
a decrease of 26% from the prior year's total of $115,000.  Interest expense for
the  thirty-nine-week  period ended March 26, 1999, was $172,000,  a decrease of
36% from the prior year's  total of  $268,000.  The decrease for the quarter and
year-to-date  periods is a result of a decrease in short-term  borrowings on the
Company's  revolving  line of credit  during the  periods,  and a  reduction  in
long-term borrowings resulting from the payoff of certain loans during the first
quarter of the current fiscal year.

Investment income for the thirteen-week period ended March 26, 1999, was $5,000,
a decrease  from the prior  year's  total of $7,000.  Investment  income for the
thirty-nine-week  period ended March 26, 1999, was $75,000, an increase from the
prior year's total of $19,000.  The increase for the year-to-date  periods, is a
result of dividends on current marketable securities and short-term  investments
of operating cash balances during the periods.

Foreign  exchange gain for the  thirteen-week  period ended March 26, 1999,  was
$34,000,  an increase  of 3% from the prior  year's  total of  $33,000.  Foreign
exchange loss for the thirty-nine-week period ended March 26, 1999, was $36,000,
a decrease of 68% from the prior year's  total of  $111,000.  Changes in foreign
exchange gains and losses for the quarter and year-to-date periods,  compared to
the same  periods of the prior  year are  related to  fluctuations  in  exchange
rates,  resulting  primarily  from sales  transactions  denominated  in Canadian
dollars.

Other income for the  thirteen-week  period  ended March 26, 1999,  was $34,000.
This  compares to other income of $15,000 for the same period of the prior year.
Other income for the thirty-nine-week  period ended March 26, 1999, was $11,000,
as compared to other expenses of $273,000 for the same period of the prior year.
The decrease in other expense for the  year-to-date  period  resulted  primarily
from expense  accrued in the first  quarter of the prior year for  settlement of
certain litigation.

The effective income tax rate for the thirteen-week period ended March 26, 1999,
was  34.2%,  compared  to 32.7%  for the same  period  of the  prior  year.  The
effective income tax rate for the thirty-nine-week  period ended March 26, 1999,
was 34.0%, compared to 33.9% for the same period of the prior year. Fluctuations
in the effective  income tax rate from period to period  reflect  changes in the
benefit that derives from the Company's  foreign sales  corporation,  changes in
non-deductible  amounts,  the  relative  profitability  related to both U.S. and
non-U.S. operations, and differences in statutory rates.

Net income for the  thirteen-week  period ended March 26, 1999, was  $2,805,000,
all of which derived from continuing operations.  This compares to net income of
$2,240,000  for the same period of the prior year,  which  included  income from
continuing  operations  of  $1,877,000  and a gain on disposal  of  discontinued
operations of $363,000,  net of tax. Net income for the thirty-nine-week  period
ended March 26, 1999,  was  $6,372,000,  which included  income from  continuing
operations of $6,068,000  and a gain on disposal of  discontinued  operations of
$304,000,  net of tax. This  compares to net income of  $5,707,000  for the same
period of the prior year,  which included income from  continuing  operations of
$5,344,000 and a gain on disposal of discontinued operations of $363,000, net of
tax.

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 wind-down  process
that was substantially  completed as of the quarter ended March 27, 1998. A gain
from the disposal of the discontinued  business segment of $304,000,  net of tax
of $112,000,  was recorded  during the  thirty-nine-week  period ended March 26,
1999,  resulting  primarily from the settlement of certain warranty  liabilities
and royalties resulting from licensing the digital fiber optic technology.  This
compares to a gain from the  disposal of the  discontinued  business  segment of
$363,000, net of tax of $188,000, for the same period of the prior year.

Liquidity and Capital Resources

The Company's  current ratio at March 26, 1999,  was 2.2 compared to 2.6 at June
26, 1998. Net cash  generated  from operating  activities was $9,994,000 for the
thirty-nine-week  period ended March 26, 1999,  compared to  $9,755,000  for the
same period of the prior year.  Working  capital was $28,503,000 as of March 26,
1999, compared to $27,313,000 at June 26, 1998. As of March 26, 1999,  increases
in both  inventories  and associated  accounts  payables  resulted from a higher
level of purchases to support higher production levels anticipated in the fourth
quarter of fiscal year 1999.

Net cash used in investing  activities was  $9,316,000 for the  thirty-nine-week
period  ended March 26, 1999,  compared to 7,554,000  for the same period of the
prior year. The increase in cash used in investing  activities was primarily due
to an  investment  made by the  Company  in the  stock  of  Convergence.com.  In
December   1998,   the  Company   entered   into  a  strategic   alliance   with
Convergence.com,  a provider of internet-enabling technical services. Under this
arrangement,  C-COR has made a $5,000,000  investment in Convergence.com  and is
the  exclusive  reseller of  Convergence.com's  products  and  services in North
America.  Convergence.com's products and services enable delivery of high-speed,
broadband  internet  and data  services to  businesses,  residential  customers,
schools and other  institutions.  The  investment  in  Convergence.com  is being
carried at cost,  as the  ownership  interest is less than 20% and does not fall
within the guidelines of Financial Accounting Standards No. 115, "Accounting for
Certain  Investments  in  Debt  and  Equity  Securities"  (Statement  115).  The
Company's  other  investing   activities  derive  primarily  from  purchases  of
property, plant and equipment and other investing activities.

Net   cash   used  in   financing   activities   totaled   $2,420,000   for  the
thirty-nine-week  period  ended  March 26,  1999,  compared  to net cash used in
financing  activities of $2,228,000  for the same period of the prior year.  The
Company's  financing  activities consist primarily of borrowings and payments on
short-term and long-term debt.

The Company has a stock  repurchase  program which allows it 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 repurchased stock is being 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 26, 1999, a total of
100,723 shares had been  repurchased  under this stock  repurchase  program,  of
which none were purchased during the quarter. The total shares being held by the
Company as treasury stock as of March 26, 1999, were 600,723.

The  Company  maintains  a line of credit  with a bank  pursuant to which it may
borrow the lesser of $25,000,000,  net of outstanding  letters of credit up to a
$2,000,000  sub-limit,  or a  percentage  of eligible  accounts  receivable  and
inventory.  The line of credit is  committed  through  December  31,  1999.  The
borrowings are collateralized by accounts receivable and inventory.  The Company
had no  borrowings  on this line of credit as of March 26, 1999.  Based upon the
Company's analysis of eligible accounts receivable and inventory,  approximately
$21,437,000 was available to borrow as of March 26, 1999.

Management believes that operating cash flow, as well as the Company's bank line
of credit is adequate to provide for all cash  requirements  for the foreseeable
future,  subject to requirements that additional growth or strategic development
might dictate.

Year 2000

The  Company  is aware of the  issues  associated  with the  limitations  of the
programming code in many existing computer systems, whereby the computer systems
may not properly  recognize  date-sensitive  information as the millennium (Year
2000)  approaches.  The Company's  date-sensitive  systems include,  but are not
limited to, test equipment,  computer systems embedded in production  equipment,
products  containing   computer  systems,   business  data  processing  systems,
production management and planning systems, and personal computers. Systems that
do not properly  recognize such  information  could  generate  erroneous data or
cause a system to fail.

During the  thirteen-week  period ended March 26, 1999,  the Company's Year 2000
project team  (consisting of  representatives  from its information  technology,
finance,  manufacturing,  product development,  quality assurance, and sales and
marketing departments)  substantially  completed its assessment of the Company's
internal date-sensitive equipment to determine Year 2000 compliance. As of March
26, 1999,  the Company has  concluded  that  approximately  85% of the Company's
date-sensitive equipment is deemed to be compliant or has only minor issues. The
Company is in the process of addressing  approximately 8% of its  date-sensitive
equipment with minor upgrades or replacements.  Another 2% requires some further
investigation to determine compliance,  but is not in critical system areas, and
approximately  5%  has  been  determined  to be  non-compliant.  Most  of  these
non-compliant  items can be upgraded to be compliant before January 1, 2000. The
non-compliant  hardware and software have been  determined not to be in critical
systems.  The Company  will  continue  the  ongoing  process of  evaluating  its
remaining  date-sensitive  equipment for Year 2000 compliance  during the fourth
quarter of fiscal year 1999.

At this time,  all  critical  systems  have been  designated  compliant by their
manufacturer.  To verify  manufacturer's  assertions,  the  Company  developed a
testing plan for its critical systems,  and began compliance  testing during the
thirteen-week   period  ended  March  26,  1999.   The  Company  has   completed
approximately  50% of such compliance  testing,  and at this time,  there are no
exceptions   identified  with  these   manufacturer   assertions.   The  Company
anticipates  completing its compliance  testing by the end of its fourth quarter
of fiscal year 1999.

In addition,  during the thirteen-week  period ended March 26, 1999, the Company
continued  corresponding with its principal  customers,  suppliers,  vendors and
subcontractors  to ascertain  their  readiness for the Year 2000,  and requested
assurances that they are addressing the Year 2000 issue. All major customers and
vendors,  including  sole and single  source  supply  vendors,  have  replied or
disclosed that they have a program in place or are compliant.  These actions are
intended to help  mitigate  the  possible  external  impact of Year 2000 issues,
however, the Company is unable to fully assess the potential consequences in the
event  of  unforeseen  compliance  issues  with  the  systems  operated  by  its
customers, suppliers, vendors or subcontractors.

The Company has assessed its products  presently  being sold and those installed
in customers'  networks.  With the exception of the Company's network management
system,  the Company's  products do not cause a Year 2000 issue. The Company has
assessed  its  network  management  software  and  firmware,  both  present  and
previously sold versions, and found them to be Year 2000 compliant.

The  Company's  current  timetable is that it expects to complete its  remaining
Year 2000 risk assessment and testing by the end of its fourth quarter of fiscal
year 1999,  however,  there can be no assurance  that the Company will meet this
timetable.

The Company has not calculated the total  estimated cost of addressing Year 2000
issues.  While the total estimated cost of these efforts is difficult to predict
with accuracy,  based on its  evaluation  and  assessment  thus far, the Company
believes there should not be a material adverse impact on its operating  results
or  financial  condition.  However,  Year 2000 issues  could have a  significant
impact on the Company's  operations and its financial  results if  modifications
cannot be completed on a timely basis, if unforeseen needs or problems arise, or
if there are  unforeseen  compliance  problems with the systems  operated by its
customers,  suppliers,  vendors or subcontractors.  Moreover,  the change to the
Year 2000 may negatively impact the Company's  customers or the CATV industry as
a whole,  causing reduced demand and market  disruption in  anticipation  of, or
following, the Year 2000.

Based on its assessment to date, the Company believes it will not experience any
material  disruption  as a  result  of Year  2000  problems  with  its  internal
financial,  manufacturing and other computer systems,  however,  there can be no
assurance that unforseen problems could arise that could have a material adverse
effect. The Company has established a preliminary contingency plan detailing how
it will operate in the event it perceives there are unaddressed risks associated
with the Year 2000.

<PAGE>


PART II. OTHER INFORMATION


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

<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 10, 1999                        /s/ WILLIAM T. HANELLY
      -----------------------                 --------------------------
                             Vice President-Finance
                             Secretary and Treasurer
                          (Principal Financial Officer)




Date:     May 10, 1999                        /s/ JOSEPH E. ZAVACKY
      -----------------------                 ---------------------------
                                              Controller and Assistant Secretary
                         (Principal Accounting Officer)