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 29, 1995

                                       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)


                                 Not applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)

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 practical date:

Common  Stock  $.10  Par  Value  -  9,575,570  shares as of December 29, 1995.
<PAGE>


                                      INDEX

                             C-COR ELECTRONICS, INC.



PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements (unaudited).

         Consolidated  condensed  balance  sheets  --  June  30,  1995  and
         December 29, 1995.

         Consolidated  condensed  statements  of income --  thirteen  weeks
         ended December 29, 1995 and December 23, 1994; twenty-six weeks ended
         December 29, 1995 and December 23, 1994.

         Consolidated  condensed statements of cash flows -- thirteen weeks
         ended December 29, 1995 and December 23, 1994; twenty-six weeks ended
         December 29, 1995 and December 23, 1994.

         Notes to consolidated  condensed financial  statements -- December 29,
         1995.



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



PART II.  OTHER INFORMATION

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



<TABLE>

Item 1.  Financial Statments
<CAPTION>

                             C-COR Electronics, Inc.
                      Consolidated Condensed Balance Sheet


                  ASSETS
                                                        December 29                June 30
                                                           1995                      1995
                                                        (Unaudited)                (Note)
                                                                    (000's omitted)
<S>                                                     <C>                        <C>
CURRENT ASSETS:
  Cash and cash equivalents                             $     3,218                $   1,545
  Marketable securities                                         391                      393
  Accounts receivable                                        23,948                   33,142
                                                        -----------                ---------
                                                             27,557                   35,080
  Inventories:
    Raw materials                                            17,527                   16,406
    Work-in-process                                           4,801                    3,826
    Finished goods                                            4,888                    4,751
                                                        -----------                ---------
      Total inventories                                      27,216                   24,983

  Deferred taxes                                              3,022                    2,873
  Other current assets                                          868                    1,210
                                                        -----------                ---------
TOTAL CURRENT ASSETS                                         58,663                   64,146

PROPERTY, PLANT AND EQUIPMENT - NET                          24,074                   22,129
INTANGIBLE ASSETS - NET AND
  OTHER LONG-TERM ASSETS                                      1,307                    1,386
                                                        -----------                ---------
                                                        $    84,044                $  87,661


                  LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued liabilities              $    15,579                $  18,245
  Income taxes (recoverable) payable                         (1,647)                     872
  Line-of-credit                                             10,000                   20,451
  Current portion of long-term debt                             851                      136
                                                        -----------                ---------
TOTAL CURRENT LIABILITIES                                    24,783                   39,704

LONG-TERM DEBT,  less current portion                         7,217                    2,036
DEFERRED TAXES                                                  782                      828
OTHER LONG-TERM LIABILITIES                                     407                      368
                                                        -----------                ---------
                                                             33,189                   42,936

SHAREHOLDERS' EQUITY:
  Common Stock, $.10 par, authorized shares 24,000,000;
    issued shares of 9,575,570 on 12/29/95
    and 9,450,272 on 06/30/95                                   958                      945
  Additional paid-in capital                                 19,691                   16,915
  Retained earnings                                          30,218                   26,891
  Translation adjustment                                         (5)                      (7)
  Net unrealized loss on marketable securities                   (7)                     (19)
                                                        -----------                ---------
                                                             50,855                   44,725
                                                        -----------                ---------
                                                        $    84,044                $  87,661
<FN>
Note:  The Balance sheet at June 30, 1995 has been derived from audited
       financial statements at that date.

See notes to consolidated condensed financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                            C-COR Electronics, Inc.
            Consolidated Condensed Statements of Income (Unaudited)



                                                          Thirteen Weeks Ended                Twenty-Six Weeks Ended
                                                      December 29       December 23       December 29       December 23
                                                          1995              1994              1995              1994
                                                                     (000's omitted, except per share data)

<S>                                                    <C>               <C>               <C>               <C>
NET SALES                                              $35,657           $29,730           $75,297           $57,284
                                                       -------           -------           -------           -------
COSTS AND EXPENSES:
  Cost of sales                                         27,320            20,865            56,129            39,734
  Selling, general and administrative expense            4,639             4,053             9,319             7,999
  Research and product development costs                 2,120             1,506             4,070             2,914
  Interest expense                                         325               103               701               126
  Investment Income                                         (8)              (30)              (21)              (32)
  Foreign exchange loss (gain)                              77               174              (147)              (31)
  Other expenses                                            48               141                72               256
                                                       -------           -------           -------           -------
                                                        34,521            26,812            70,123            50,966
                                                 

INCOME BEFORE INCOME TAXES                               1,136             2,918             5,174             6,318
INCOME TAXES                                               440               973             1,847             2,178
                                                       -------           -------           -------           ------- 
NET INCOME                                             $   696           $ 1,945           $ 3,327           $ 4,140
                                                 

EARNINGS PER SHARE:
  Primary                                              $  0.07           $  0.20           $  0.34           $  0.42
                                                 

  Fully diluted                                        $  0.07           $  0.20           $  0.34           $  0.42
<FN>
See notes to consolidated condensed financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                             C-COR ELECTRONICS, INC.
           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)



                                                                 Thirteen Weeks Ended              Twenty-Six Weeks Ended
                                                            December 29       December 23       December 29      December 23
                                                                1995              1994              1995             1994

                                                                                    (000's omitted)

 <S>                                                        <C>              <C>               <C>              <C>
 OPERATING ACTIVITIES
 Net Income                                                 $     696        $     1,945       $   3,327        $     4,140
   Adjustments to reconcile net income to net cash
     and cash equivalents provided by (used in)
     operating activities:
   Depreciation and amortization                                1,331                928           2,649              1,811
   Provision for doubtful accounts                                106                 59              72                112
   Provision for deferred income tax benefit                       10               (246)           (201)              (645)
   Provision for deferred retirement salary plan                   19                 24              39                 46
   Tax benefit of sales of stock option shares                    197                541           1,790                541
   Issue common stock to employee stock purchase plan              22                 11              46                 20
   Loss on sale of marketable securities                            -                  -               -                 45
   Gain on sale of property, plant and equipment                    -                  -              (2)                (1)
   Changes in operating assets and liabilities:
   Accounts receivable                                          5,504                476           9,122             (2,467)
   Inventories                                                 (1,069)            (1,945)         (2,233)            (5,339)
   Other assets                                                    25                (75)            313               (181)
   Accounts payable                                               953                263            (696)              (596)
   Accrued liabilities                                           (497)               846          (1,968)               433
   Income taxes                                                (2,037)            (2,302)         (2,519)            (1,228)
 NET CASH AND CASH EQUIVALENTS PROVIDED BY                  ----------       ------------      ----------       ------------
   (USED IN) OPERATING ACTIVITIES                               5,260                525           9,739             (3,309)
                                                            ----------       ------------      ----------       ------------
 INVESTING ACTIVITIES
   Purchase of property, plant and equipment                   (1,988)            (4,824)         (4,486)            (8,309)
   Proceeds from sale of property, plant and equipment              -                  -               2                  2
   Proceeds from sale of marketable securities                      -                 10               -              1,882
   Proceeds from maturity of marketable securities                  -                  -              20                 80
 NET CASH AND CASH EQUIVALENTS                              ----------       ------------      ----------       ------------
   USED IN INVESTING ACTIVITIES                                (1,988)            (4,814)         (4,464)            (6,345)
                                                            ----------       ------------      ----------       ------------
 FINANCING ACTIVITIES
   Payment of debt and capital lease obligations                 (128)               (15)           (156)               (29)
   Proceeds from long-term borrowings                           6,052                  -           6,052                  -
   Proceeds from line-of-credit                                10,609             15,247          26,539             23,984
   Payment of line-of-credit                                  (17,741)           (10,736)        (36,990)           (15,801)
   Proceeds from exercise of stock options                        148                403             953                602
 NET CASH AND CASH EQUIVALENTS (USED IN)                    ----------       ------------      ----------       ------------
   PROVIDED BY FINANCING ACTIVITIES                            (1,060)             4,899          (3,602)             8,756
                                                            ----------       ------------      ----------       ------------
 INCREASE (DECREASE) IN CASH AND 
   CASH EQUIVALENTS                                             2,212                610           1,673               (898)
 Cash and equivalents at beginning of period                    1,006               (147)          1,545              1,361
                                                            ----------       ------------      ----------       ------------
 CASH AND CASH EQUIVALENTS AT END OF PERIOD                 $   3,218        $       463       $   3,218        $       463

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


                             C-COR ELECTRONICS, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1.   The  accompanying,   unaudited,  consolidated  condensed  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  necessary  to fairly  
     present the  Company's  financial position as of  December  29, 1995 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 28, 1996.  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 30, 1995.

2.   The Company received  disbursements on two, low-interest mortgage loans 
     during the quarter ended December 29, 1995 as a result of expansion and  
     renovations at its manufacturing facility in State College, Pennsylvania.
     A partial disbursement was received from The Pennsylvania Industrial 
     Development Authority (PIDA)in the amount of $1,552,000.  This represents
     80% of a total commitment of $1,952,000.  The mortgage has an interest rate
     of 2%, contingent upon meeting certain job creation commitments.  Monthly
     payments of principal and interest are required through the year 2010 
     (fifteen  years).  A second source of mortgage funding was received from 
     the Pennsylvania "SunnyDay Fund" for $4,500,000.  This loan, also requires
     monthly payments of principal and interest and carries an interest rate of
     2%, contingent upon meeting certain job creation commitments.  This funding
     is evidenced by two notes,  the first of which is for $489,000 maturing in
     approximately 15 years, and the other for $4,011,000 with a maturity up to
     7 years.

3.   ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
<TABLE>
<CAPTION>
     Accounts payable and accrued liabilities consist of:

                                                        December 29               June 30
                                                           1995                    1995
                                                        -----------               --------
                  <S>                                   <C>                       <C>
                  Accounts payable                      $  8,590                  $  9,286
                  Accrued incentive plan expense             863                     2,416
                  Accrued vacation expense                 1,335                     1,295
                  Accrued salary expense                     658                       819
                  Accrued warranty expense                 1,936                     1,754
                  Accrued other                            2,197                     2,675
                                                        --------                  --------
                                                        $ 15,579                  $ 18,245
</TABLE>
<PAGE>





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

Results of Operations

Net sales for the thirteen week period ended December 29, 1995 were $35,657,000,
an increase of 19.9% from last year's sales of  $29,730,000 for the same period.
Net sales for the  twenty-six  week period ended  December 29, 1995 were  
$75,297,000, an increase of 31.4% over last year's sales for the same period of
$57,284,000.  The increased sales for the second quarter and year-to-date  
versus the same periods last year were attributed to increased sales of RF and 
Fiber Optics products to both cable television (CATV) and telephone companies 
worldwide.

C-COR's  backlog at December 29, 1995 was  approximately  $42  million.  A
factor that could have a significant impact on C-COR's future bookings is 
telecommunication reform legislation, that was signed into law on February 8, 
1996 by President Clinton.  The passage of this legislation may enhance 
competition and reduce regulatory uncertainty.  The timing and extent of any 
anticipated sales are still currently unknown.  

C-COR's gross profit  percentage  for the second quarter of fiscal year 1996 was
23.4%  versus  29.8% for the same  period  the  prior  year.  The  gross  profit
percentage  for the  twenty-six  week period  ended  December 29, 1995 was 25.5%
versus 30.6% for the same period last fiscal year. The reduction in gross margin
is a result of increased  production costs over the prior year.  Increased fixed
manufacturing costs, as a result of expansion of personnel and capital equipment
to meet higher production volumes, resulted in increased underabsorbed overhead.
In addition,  product mix and pricing  pressures also contributed to lower gross
margins during the period.  Another factor for C-COR was the  installation  of a
new corporate  computer system,  which was a major undertaking during the second
quarter of fiscal year 1996. The system,  designed to improve information at all
levels of the organization,  is a totally integrated  manufacturing,  financial,
engineering  and  services  software  package  that  operates  in a  multi-plant
environment.  Personnel  resources were shifted temporarily in order to make the
necessary software conversion,  impacting productivity and efficiency during the
quarter.

Selling,  general and  administrative  expense for the second  quarter of fiscal
year 1996 was $4,639,000, an incease of 14.5% over last year's total of 
$4,053,000.  Selling,  general and  administrative  expense for the first half
of fiscal year 1996 was $9,319,000, an increase of 16.5% over last year's 
expense of $7,999,000 for the same period.  The increase is primarily  
attributed  to the expansion of the Company's sales group to address potential
new customer opportunities both in the domestic and international markets.

Research  and product  development  costs for the second  quarter of fiscal year
1996 were $2,120,000, an increase of 40.8% over last year's total of $1,506,000
for the same  period.  Research  and  product  development  costs  for the first
two quarters  of fiscal  year 1996  totaled  $4,070,000, an increase of 39.7% 
over last  year's figure of $2,914,000 for the same period.

The increase is due to  expansion of the  Company's  engineering  personnel  and
resources, which enabled the introduction of a series of new products during the
quarter.  Expenditures  increased  for  development  of new products for C-COR's
FlexNet(TM)  series of RF  product  and  LinkNet(TM)  series  of AM fiber  optic
product.  A Cable Network  Manager  (CNM(TM))  system has also been developed to
allow users access to critical  information  pertaining  to network  components.
Expenditures  also increased for ongoing  development  of C-COR's  digital fiber
optic line of products.

Interest expense for the first six months of fiscal year 1996 was $701,000. This
represents  an increase  over last year's total for the same period of $126,000.
This increase is due to borrowings on the Company's line-of-credit for expansion
of manufacturing capabilities and upgrade to its facilities.


Liquidity and Sources of Capital

Cash and cash equivalents as of December 29, 1995 totaled $3,218,000.  Principal
sources of cash in the second  quarter of fiscal  year 1996 were from  operating
activities which generated  $5,260,000,  and proceeds from long-term borrowings.
The Company's current ratio increased to 2.37 at December 29, 1995, up from 1.6%
at June 30, 1995.

Accounts receivable  decreased  $9,194,000 and inventories  increased $2,233,000
over the first six  months  of  fiscal  year  1996.  The  decrease  in  accounts
receivable is attributed  primarily to the fact that sales in the fourth quarter
of fiscal  year 1995 were  $50,172,000,  compared  to sales  during  the  second
quarter of fiscal year 1996 of $35,657,000. Inventories increased as a result of
timing of order bookings and changes in production mix during the quarter.

As of December 29, 1995,  C-COR had a balance of  recoverable  income taxes that
derived primarily from prepayments of estimated taxes and a tax benefit deriving
from sales of stock option shares.

The Company received disbursements on two low interest mortgage loans during the
quarter ended  December 29, 1995. A partial  disbursement  was received from The
Pennsylvania   Industrial   Development  Authority  (PIDA),  in  the  amount  of
$1,552,000. This represents 80% of a total funding commitment of $1,952,000. The
mortgage has an interest rate of 2%, and requires monthly principal and interest
payments  through the year 2010  (fifteen  years).  A second  source of mortgage
funding was received from the Pennsylvania "Sunny Day Fund" for $4,500,000. This
loan also carries an interest  rate of 2%, and is  evidenced  by two notes,  the
first of which is for $489,000 maturing in approximately  fifteen years, and the
other for $4,011,000 with a maturity up to seven years.

The Company maintains a line-of-credit with a bank which can be drawn upon up to
a maximum of  $23,000,000,  contingent  on  sufficient  collateral  in  accounts
receivable  as  outlined  in a  revolving  credit  agreement.  The Company had a
balance of  $10,000,000  drawn on this  line-of-credit  at the end of the second
quarter of fiscal year 1996, down $10,451,000 since the end of fiscal year 1995.
Long-term  mortgage  funding  was  used to  offset  the  balance  of  short-term
borrowings during the second quarter of fiscal year 1996.

Management  believes that  operating  cash flow as well as the  aforementioned
financing  source,  will adequately  provide for all cash  requirements  for the
immediate  future subject to requirements  that  additional  growth or strategic
development might dictate.

<PAGE>

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

         The following exhibit is included herin:

         (11)     Statement re: comuputation of earnings per share

         The Company  did not file any  reports on Form 8-K during the  thirteen
         week period ended December 29, 1995.