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 28, 1997

                                       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 - 9,344,737 shares as of May 06, 1997.


                                    
<PAGE>


                                      INDEX

                             C-COR ELECTRONICS, INC.



PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements (unaudited).

              Condensed consolidated  balance  sheets  --  June  28,  1996,  and
              March 28, 1997.

              Condensed consolidated statements of income -- thirteen weeks
              ended March 28, 1997, and March 29, 1996; thirty-nine weeks
              ended March 28, 1997, and March 29, 1996.

              Condensed consolidated statements of cash flows -- thirteen weeks
              ended March 28, 1997, and March 29, 1996; thirty-nine weeks
              ended March 28, 1997, and March 29, 1996.

              Notes to condensed consolidated  financial statements --
              March 28, 1997.



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 28,        June 28,
                                  ASSETS                         1997             1996
                                                             -----------      ----------
                                                             (Unaudited)         (Note)
                                                                     (000's omitted)
<S>                                                          <C>              <C>
CURRENT ASSETS
  Cash and cash equivalents                                  $     1,194      $   1,474
  Marketable securities                                              367            364
  Accounts receivable                                             18,718         21,465
                                                             -----------      ----------
                                                                  20,279         23,303
                                                             -----------      ----------
  Inventories:
    Raw materials                                                 17,620         14,508
    Work-in-process                                                4,411          4,349
    Finished goods                                                 3,312          4,049
                                                             -----------      ----------
      Total inventories                                           25,343         22,906
                                                             -----------      ----------
  Deferred taxes                                                   3,279          3,304
  Other current assets                                             1,955          1,964
                                                             -----------      ----------
TOTAL CURRENT ASSETS                                              50,856         51,477
                                                             -----------      ----------
PROPERTY, PLANT, AND EQUIPMENT, NET                               26,207         25,617
INTANGIBLE ASSETS AND OTHER LONG-TERM ASSETS, NET                  1,380          1,313
                                                             -----------      ----------
TOTAL ASSETS                                                 $    78,443      $  78,407
                                                             ===========      ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                   $    15,155      $  13,918
  Income taxes (recoverable) payable                                (974)           131
  Line-of-credit                                                   2,808          1,147
  Current portion of long-term debt                                  829            829
                                                             -----------      ----------
TOTAL CURRENT LIABILITIES                                         17,818         16,025
                                                             -----------      ----------
LONG-TERM DEBT, less current portion                               6,577          7,201
DEFERRED TAXES                                                     1,540          1,367
OTHER LONG-TERM LIABILITIES                                          746            497
                                                             -----------      ----------
TOTAL LIABILITIES                                                 26,681         25,090
                                                             -----------      ----------
SHAREHOLDERS' EQUITY
  Common Stock, $.10 par; authorized shares 
   24,000,000; issued shares of 9,626,589 on 03/28/97,
   and 9,602,528 on 06/28/96                                         963            960
  Additional paid-in capital                                      19,896         19,602
  Retained earnings                                               34,069         32,810
  Translation adjustment                                             (88)           (34)
  Net unrealized loss on marketable securities                       (16)           (21)
  Treasury Stock                                                  (3,062)             0
                                                             -----------      ----------
TOTAL SHAREHOLDERS' EQUITY                                        51,762         53,317
                                                             -----------      ----------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY                     $    78,443      $  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>
<PAGE>

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

                                                      Thirteen Weeks Ended              Thirty-Nine Weeks Ended
                                                  March 28,           March 29,       March 28,        March 29,
                                                    1997                1996            1997             1996
                                                -----------          -----------     -----------      -----------
                                                              (000's omitted, except per share data)
<S>                                             <C>                 <C>             <C>               <C>
 NET SALES                                      $   33,718          $   36,904      $  102,646         $ 112,201
                                                -----------          -----------     -----------      -----------

 COSTS AND EXPENSES:
   Cost of sales                                    27,561              27,940          81,168            84,069
   Selling, general and administrative 
     expenses                                        4,481               4,390          12,916            13,708
   Research and product development costs            2,438               2,612           7,551             6,682
   Interest expense                                     59                 167             175               868
   Investment income                                   (31)                (59)            (96)              (80)
   Foreign exchange gain                               (10)                (20)            (37)             (167)
   Other (income) expenses                             (63)                 33              65               106
                                                -----------          -----------     -----------      -----------
                                                    34,435              35,063         101,742           105,186
                                                -----------          -----------     -----------      -----------

 INCOME (LOSS) BEFORE INCOME TAXES                    (717)              1,841             904             7,015
 INCOME TAX (BENEFIT) EXPENSE                         (881)                479            (355)            2,326
                                                -----------          -----------     -----------      -----------

 NET INCOME                                      $     164        $      1,362       $   1,259      $      4,689
                                                ===========          ===========     ===========      ===========

 NET INCOME PER SHARE:
   Primary                                       $    0.02        $       0.14       $    0.13      $       0.47
                                                ===========          ===========     ===========      ===========

   Fully diluted                                 $    0.02        $       0.14       $    0.13      $       0.47
                                                ===========          ===========     ===========      ===========



<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              Thirty-Nine Weeks Ended
                                                              March 28,         March 29,         March 28,        March 29,
                                                                1997              1996              1997             1996
                                                            -----------       -----------       -----------      -----------
                                                                                    (000's omitted)

 <S>                                                        <C>              <C>               <C>              <C>
 OPERATING ACTIVITIES
 Net Income                                                 $     164        $     1,362       $   1,259        $     4,689
   Adjustments to reconcile net income to net cash
     and cash equivalents provided by
     operating activities:
   Depreciation and amortization                                1,498              1,260           4,536              3,909
   Provision for deferred retirement salary plan                  103                 26             249                 65
   Loss (gain) on sale of property, plant and equipment           (21)                 -              25                 (2)
   Changes in operating assets and liabilities:
   Accounts receivable                                           (624)             4,830           2,747             14,024
   Inventories                                                    482                666          (2,437)            (1,567)
   Other assets                                                  (474)               110            (218)               423
   Accounts payable                                               228             (2,956)          1,497             (3,652)
   Accrued liabilities                                            541                201            (260)            (1,767)
   Income taxes                                                  (248)               293          (1,106)            (2,226)
   Deferred income taxes                                         (314)              (289)            195               (490)
 NET CASH AND CASH EQUIVALENTS PROVIDED BY                  -----------       -----------       -----------      -----------
   OPERATING ACTIVITIES                                         1,335              5,503           6,487             13,406
                                                            -----------       -----------       -----------      -----------
 INVESTING ACTIVITIES
   Purchase of property, plant and equipment                   (1,885)            (2,417)         (5,056)            (6,903)
   Proceeds from sale of property, plant and equipment              -                  -              12                  2
   Purchase of marketable securities                                -                  -            (200)                 -
   Proceeds from sale of marketable securities                    200                  -             205                  -
   Proceeds from maturity of marketable securities                  -                  -               -                 20
 NET CASH AND CASH EQUIVALENTS                              -----------       -----------       -----------      -----------
   (USED IN) INVESTING ACTIVITIES                              (1,685)            (2,417)         (5,039)            (6,881)
                                                            -----------       -----------       -----------      -----------
 FINANCING ACTIVITIES
   Payment of debt and capital lease obligations                 (205)              (220)           (624)              (376)
   Proceeds from long-term debt borrowing                           -                390               -              6,442
   Proceeds from line-of-credit                                 3,685              9,435           4,240             35,974
   Payment of line-of-credit                                     (877)           (13,523)         (2,579)           (50,513)
   Tax benefit deriving from exercise and 
     sale of stock option shares                                    -                  -              71              1,790
   Issue common stock to employee stock purchase plan              33                  -              78                 46
   Proceeds from exercise of stock options                         53                 49             148              1,002
   Purchase of treasury stock                                  (3,062)                 -          (3,062)                 -
 NET CASH AND CASH EQUIVALENTS (USED IN)                    -----------       -----------       -----------      -----------
   FINANCING ACTIVITIES                                          (373)            (3,869)         (1,728)            (5,635)
                                                            -----------       -----------       -----------      -----------
 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                (723)              (783)           (280)               890
 Cash and cash equivalents at beginning of period               1,917              3,218           1,474              1,545
                                                            -----------       -----------       -----------      -----------
 CASH AND CASH EQUIVALENTS AT END OF PERIOD                 $   1,194        $     2,435       $   1,194        $     2,435
                                                            ===========       ===========       ===========      ===========
<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 28, 1997, and the
results of its operations  for the  thirteen-week  period then ended.  Operating
results for the  thirty-nine 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>

                                                                      March 28,              June 28,
                                                                        1997                  1996
                                                                  ----------------       ----------------
                                                                             (000's omitted)
<S>                                                               <C>                    <C>
Accounts payable                                                          $ 8,224                $ 6,727
Accrued incentive plan expense                                                  -                    318
Accrued vacation expense                                                    1,496                  1,532
Accrued salary expense                                                      1,316                    752
Accrued salary and sales tax expense                                          718                    942
Accrued warranty expense                                                    1,898                  1,772
Accrued workers compensation 
  self-insurance expense                                                      829                    704
Accrued other                                                                 674                  1,171 
                                                                  ----------------       ----------------
                                                                          $15,155                $13,918
                                                                  ================       ================
</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  28,  1997,  and the  results  of  operations  for the  thirteen-week  and
thirty-nine-week  periods  ended March 28, 1997,  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, continuation of increased domestic spending
for  network  upgrades,  the  continuation  of  competitive  pricing  pressures,
financial  impact  that  restructuring  plans will have on cost  reductions  and
improvements  in  operating  efficiencies,  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 March 28, 1997, were $33,718,000, a
decrease of 9% from the prior year's sales of  $36,904,000  for the same period.
Net  sales  for  the   thirty-nine-week   period  ended  March  28,  1997,  were
$102,646,000,  a decrease of 9% from the prior year's sales of $112,201,000  for
the same period.  The decrease in sales was  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 82% for the
quarter ended March 28, 1997, and 78% 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  31% during the quarter  ended March 28,
1997,  and 32% for the period  year-to-date,  compared  to the same  periods the
prior  year.  Domestic  spending on network  upgrades  has  continued  to remain
strong. The increased demand is the result of expanded bandwidth requirements by
new and existing  customers.  During the quarter,  shipments  increased  for the
Company's  new 800 Series and 900 Series  FlexNet  products.

International  sales, as a percentage of total consolidated  sales, were 18% for
the quarter  ended March 28,  1997,  and 22% 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 61% during the quarter
ended March 28, 1997, and 56% 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
continue to  represent  distinct  markets for CATV  equipment,  and, in general,
demand can be highly variable.


<PAGE>



The Company's backlog of sales orders at March 28, 1997, was approximately $36.4
million,  up from $29.9 million at the end of the previous quarter.  Sales order
bookings  were $40.2  million  during  the third  quarter,  the  second  highest
quarterly bookings in the Company's history. It is uncertain whether the Company
will sustain  this level of order  activity for future  periods.  The  Company's
book-to-bill ratio for the past three quarters has been above 1.

Gross profit percentage for the  thirteen-week  period ended March 28, 1997, was
18.3% versus 24.3% for the same period the prior year.  Gross profit  percentage
for the thirty-nine-week period ended March 28, 1997, was 20.9% versus 25.1% for
the same period the prior year.  The  reduction in gross  profit  margin for the
quarter and year-to-date periods is primarily a result of changes in product and
customer  sales mix,  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 several  initiatives
with the objective of mitigating the effect of these  pressures.  The Company is
implementing  an aggressive  corporate  restructuring  plan designed to increase
gross  margins and improve  operating  efficiencies.  As part of this plan,  the
Company anticipates  transferring the manufacturing of the power supply assembly
component of its RF amplifiers to Mexico in the summer of 1997.  Several other
initiatives  are  currently  underway  that are  focused on  reducing  costs and
increasing plant utilization.

Selling,  general and  administrative  expense  for the quarter  ended March 28,
1997,  was  $4,481,000,  an  increase  of 2% from  the  prior  year's  total  of
$4,390,000.  The  increase is a result of higher  outside  service  expenses and
marketing costs incurred in the quarter compared to the previous year.  Selling,
general and administrative  expense for the thirty-nine-week  period ended March
28, 1997,  was  $12,916,000,  a decrease of 6% from the prior year's  expense of
$13,708,000  for the same period.  The reduction, year-to-date, is primarily the
result of various ongoing cost reduction initiatives.  Going forward, as part of
the Company's  restructuring  plan, a reconfiguration of the Company's worldwide
sales  territories  and  consolidation  of the  Company's  sales  forces will be
implemented.  These changes are designed to improve operational efficiencies and
will allow the Company to continue to provide high-quality products and services
to the global communications marketplace.

Research  and product  development  costs for the quarter  ended March 28, 1997,
were $2,438,000,  a decrease of 7% from the prior year's total of $2,612,000 for
the same period.  The decrease was  primarily due to reductions in digital fiber
optic product development  expense for the quarter,  compared to the prior year.
Research and product  development  costs for the  thirty-nine-week  period ended
March 28, 1997, were $7,551,000,  an increase of 13% over the prior year's total
of  $6,682,000  for the  same  period.  The  increase  is due  primarily  to the
continued  expanded  funding of AM fiber optics and Network  Management  product
development.

The restructuring  plan the Company is implementing will impact various areas of
the organization.  Costs related to the restructuring  plan will be reflected in
the fourth quarter  results for fiscal year 1997, but the amount is uncertain at
this time.

Interest  expense for the quarter ended March 28, 1997, was $59,000,  a decrease
of 65% from the prior year's  total of $167,000  for the same  period.  Interest
expense for the  thirty-nine-week  period ended March 28, 1997, was $175,000,  a
decrease of 80% from the prior  year's  total of $868,000  for the same  period.
These  decreases for the quarter and  year-to-date  periods are due to a reduced
level of  outstanding  borrowings  on the  Company's  line-of-credit  during the
periods.

An income tax benefit of $881,000 was  recorded  for the quarter.  Approximately
$593,000 of this tax benefit resulted from reassessment of the Company's foreign
sales  transactions  for the prior three years and  optimizing  the tax benefits
deriving  from its Foreign  Sales  Corporation  (FSC).  FSC tax returns from the
previous three years were amended and the resultant tax benefit was reflected in
the third  quarter  results.  The  reduction in the  effective  tax rate for the
year-to-date period includes the adjustment discussed above and reflects changes
in the relative level of profitability of U.S. and non-U.S. operations.


<PAGE>



Liquidity and Sources of Capital

Cash and cash equivalents  totaled $1,194,000 as of March 28, 1997,  compared to
$1,474,000 at June 28, 1996.  The  Company's  current ratio was 2.9 at March 28,
1997,  compared to 3.2 at June 28, 1996. Cash and cash  equivalents  provided by
operations  totaled  $1,335,000  for the  quarter  ended  March 28,  1997.  Cash
generated  from  operations  was  used  primarily  to  finance  acquisitions  of
property,  plant and  equipment and  repurchase  treasury  stock.  The Company's
principal sources of liquidity are borrowings under its line-of-credit  facility
and  from   internally-generated   funds.  The  Company  continues  to  maintain
sufficient liquidity to fund its operations under current business conditions.

Accounts receivables  decreased to $18,718,000 as of March 28, 1997, compared to
$21,465,000  at June 28, 1996, due to lower sales in March 1997 compared to June
1996.  Inventory as of March 28, 1997, was  $25,343,000,  down $482,000 from the
previous quarter, but up $2,437,000 over the balance at June 28, 1996, primarily
due to higher levels of raw material inventories.

As of March 28, 1997, the Company had  repurchased  239,900 shares of its common
stock for $3,062,000, under a stock repurchase program adopted in December 1996.
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
used 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  annually.  The Company had
borrowings  of  $2,808,000  on this  line-of-credit  as of March 28, 1997.  This
compares to an  outstanding  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  $16,383,000 was available to
borrow at March 28, 1997.

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 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 March 28, 1997.
<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 12, 1997                             /s/ CHRIS A. MILLER
                                               Chris A. Miller, C.P.A.,
                                               Vice President-Finance,
                                               Secretary & Treasurer
                                               (Principal Financial Officer)

Date: May 12, 1997                             /s/ JOSEPH E. ZAVACKY
                                               Controller & Assistant
                                               Secretary
                                               (Principal Accounting Officer)