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:  September 27, 1996

                                       OR

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

For the transition period from __________________ to __________________________

Commission  file number: 0-10726

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

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


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


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


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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

Common Stock, $.10 Par Value - 9,610,167 shares as of September 27, 1996.


                                    
<PAGE>


                                      INDEX

                             C-COR ELECTRONICS, INC.



PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements (unaudited).

              Consolidated  condensed  balance  sheets  --  June  28,  1996  and
              September 27, 1996

              Consolidated condensed statements of income -- thirteen weeks
              ended September 27, 1996 and September 29, 1995

              Consolidated condensed statements of cash flows -- thirteen weeks
              ended September 27, 1996 and September 29, 1995

              Notes to consolidated condensed financial statements --
              September 27, 1996



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.
<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: November 11, 1996                        /s/ CHRIS A. MILLER
                                               Chris A. Miller, C.P.A.,
                                               Vice President-Finance,
                                               Secretary & Treasurer
                                               (Principal Financial Officer)

Date: November 11, 1996                        /s/ JOSEPH E. ZAVACKY
                                               Controller & Assistant
                                               Secretary
                                               (Principal Accounting Officer)




<PAGE>
<TABLE>
Item 1.  Financial Statements
<CAPTION>

                             C-COR ELECTRONICS, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                     ASSETS
<S>                                                               <C>                    <C>
                                                                     September 27,           June 28,
                                                                        1996                   1996
                                                                  ----------------       ----------------
                                                                    (Unaudited)               (Note)

                                                                                  (000's omitted)
CURRENT ASSETS:
  Cash and cash equivalents                                                  $427                 $1,474
  Marketable securities                                                       567                    364
  Accounts receivable                                                      20,865                 21,465
                                                                  ----------------       ----------------
                                                                           21,859                 23,303
                                                                  ----------------       ----------------
  Inventories:
    Raw materials                                                          16,434                 14,372
    Work-in-process                                                         4,262                  4,557
    Finished goods                                                          4,587                  3,977
                                                                  ----------------       ----------------
      Total inventories                                                    25,283                 22,906
                                                                  ----------------       ----------------

  Deferred taxes                                                            3,251                  3,304
  Other current assets                                                      1,682                  1,964
                                                                  ----------------       ----------------
TOTAL CURRENT ASSETS                                                       52,075                 51,477
                                                                  ----------------       ----------------

PROPERTY, PLANT AND EQUIPMENT - NET                                        25,281                 25,617
INTANGIBLE ASSETS - NET AND
  OTHER LONG-TERM ASSETS                                                    1,296                  1,313
                                                                  ----------------       ----------------
                                                                          $78,652                $78,407
                                                                  ================       ================

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued liabilities                                $14,392                $13,918
  Income taxes currently payable                                              236                    131
  Line-of-credit                                                                0                  1,147
  Current portion of long-term debt                                           828                    829
                                                                  ----------------       ----------------
TOTAL CURRENT LIABILITIES                                                  15,456                 16,025
                                                                  
LONG-TERM DEBT,  less current portion                                       6,994                  7,201
DEFERRED TAXES                                                              1,442                  1,367
OTHER LONG-TERM LIABILITIES                                                   534                    497
                                                                  ----------------       ----------------
                                                                           24,426                 25,090
                                                                  ----------------       ----------------

SHAREHOLDERS' EQUITY:
  Common Stock, $.10 par; authorized shares 
    24,000,000; issued shares of 9,610,167 on 
    09/27/96 and 9,602,528 on 06/28/96                                        961                    960
  Additional paid-in capital                                               19,752                 19,602
  Retained earnings                                                        33,569                 32,810
  Translation adjustment                                                      (37)                   (34)
  Net unrealized loss on marketable securities                                (19)                   (21)
                                                                  ----------------       ----------------
                                                                           54,226                 53,317
                                                                  ----------------       ----------------
                                                                          $78,652                $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 consolidated condensed financial statements.
</FN>
</TABLE>

<TABLE>
                            C-COR ELECTRONICS, INC.
            CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
<CAPTION>
                                                                           Thirteen Weeks Ended          
                                                                     September 27,        September 29,      
                                                                        1996                    1995         
                                                                  ----------------       ----------------     
                                                                  (000's omitted, except per share data)
<S>                                                               <C>                    <C>            
 NET SALES                                                                $34,014                $39,640        
                                                                  ----------------       ----------------      

 COSTS AND EXPENSES:
   Cost of sales                                                           26,212                 28,809        
   Selling, general and administrative expense                              4,116                  4,680        
   Research and product development costs                                   2,449                  1,950        
   Interest expense                                                            62                    375        
   Investment income                                                          (27)                   (13)        
   Foreign exchange gain                                                        2                   (224)        
   Other expenses                                                              42                     25        
                                                                  ----------------       ----------------      
                                                                           32,856                 35,602        
                                                                  ----------------       ----------------      

 INCOME BEFORE INCOME TAXES                                                 1,158                  4,038        
 INCOME TAXES                                                                 399                  1,407        
                                                                  ----------------       ----------------      

 NET INCOME                                                                  $759                 $2,631 
                                                                  ================       ================      

 NET INCOME PER SHARE:
   Primary                                                                  $0.08                  $0.27        
                                                                  ================        ================      

   Fully diluted                                                            $0.08                  $0.27        
                                                                  ================        ================      


<FN>
 See notes to consolidated condensed financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                            C-COR ELECTRONICS, INC.
           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (UNAUDITED)
                                                                          Thirteen Weeks Ended       
                                                                    September 27,          September 29,  
                                                                      1996                     1995     
                                                                  ----------------       ----------------  
                                                                              (000's omitted)
<S>                                                               <C>                    <C>        
OPERATING ACTIVITIES
Net Income                                                                 $  759                 $2,631       
   Adjustments to reconcile net income to net cash
     and cash equivalents provided by operating
     activities:

   Depreciation and amortization                                            1,518                  1,318       
   Provision (benefit) for deferred income tax benefit                        127                   (211)      
   Provision for deferred retirement salary plan                               37                     20       
   Gain on sale of property, plant and equipment                                -                     (2)
   Changes in operating assets and liabilities:
   Accounts receivable                                                        600                  3,584
   Inventories                                                             (2,377)                (1,164)      
   Other assets                                                               244                    288      
   Accounts payable                                                         1,291                 (1,649)       
   Accrued liabilities                                                       (817)                (1,471)   
   Income taxes payable                                                       105                   (482)       
 NET CASH AND CASH EQUIVALENTS                                    ----------------       ----------------    
   PROVIDED BY OPERATING ACTIVITIES                                         1,487                  2,862

 INVESTING ACTIVITIES
   Purchase of property, plant and equipment                               (1,130)                (2,498)      
   Proceeds from sale of marketable securities                               (200)                     -
   Proceeds from maturity of marketable securities                              -                     20
   Proceeds from sale of property, plant and equipment                          -                      2       
 NET CASH AND CASH EQUIVALENTS                                    ----------------       ----------------    
   USED IN INVESTING ACTIVITIES                                            (1,330)                (2,476)      

 FINANCING ACTIVITIES
   Payment of debt and capital lease obligations                             (208)                   (28)      
   Proceeds from line-of-credit                                               555                 15,930       
   Payment on line-of-credit                                               (1,702)               (19,249)      
   Tax benefit deriving from exercise and sale 
     of stock option shares                                                    60                  1,593
   Issue common stock to employee stock purchase plan                          27                     24
   Proceeds from exercise of stock options                                     64                    805
 NET CASH AND CASH EQUIVALENTS                                    ----------------       ----------------    
    USED IN FINANCING ACTIVITIES                                           (1,204)                  (925)
                                                                  ----------------       ----------------
 DECREASE IN CASH AND CASH EQUIVALENTS                                     (1,047)                  (539)
 Cash and cash equivalents at beginning of period                           1,474                  1,545
                                                                  ----------------       ----------------     
 CASH AND CASH EQUIVALENTS AT END OF PERIOD                                $  427                 $1,006      
                                                                  ================       ================     

<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  (consisting  only of normal,  recurring  adjustments)  necessary to
fairly present the Company's financial position as of September 27, 1996 and the
results of its operations  for the  thirteen-week  period then ended.  Operating
results  for the  thirteen-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 ended June 28, 1996.

2. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

                                                                    September 27,           June 28,
                                                                        1996                  1996
                                                                  ----------------       ----------------
                                                                             (000's omitted)
<S>                                                               <C>                    <C>
Accounts payable                                                          $ 8,018                $ 6,727
Accrued incentive plan expense                                                141                    318
Accrued vacation expense                                                    1,488                  1,532
Accrued salary expense                                                      1,310                    752
Accrued salary and sales tax expense                                          471                    942
Accrued warranty expense                                                    1,630                  1,772
Accrued workers compensation 
  self-insurance expense                                                      679                    704
Accrued other                                                                 655                  1,171 
                                                                  ----------------       ----------------
                                                                          $14,392                $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
September 27, 1996, and the results of operations for the  thirteen-week  period
ended September 27, 1996,  compared with the same period 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 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.  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  September  27,  1996,  were
$34,014,000,  a decrease of 14% from the prior year's sales of  $39,640,000  for
the same  period.  The  decrease in revenues  was  primarily  attributable  to a
reduction in purchase activity by a significant  international  customer,  which
was partially offset by increased sales in the domestic cable television (CATV)
market.

International  sales, as a percentage of total consolidated  sales, were 19% for
the quarter ended  September 27, 1996.  This compares to 51% for the same period
of the prior year. The decrease in international sales was primarily a result of
reduced  purchases by Rogers  Cablesystems,  Inc., a large cable system operator
located in Canada. Sales to Rogers  Cablesystems,  Inc. are expected to increase
in the future, but the timing and extent of the increase are currently unknown.


<PAGE>

Domestic sales, as a percentage of total  consolidated  sales,  were 81% for the
quarter ended  September  27, 1996.  This compares to 49% for the same period of
the prior year. This increase was a result of higher  purchases of RF amplifiers
by domestic CATV  customers.  In addition,  increased  demand  resulted from the
introduction  of expanded  bandwidth  products such as C-COR's 862 MHz bandwidth
amplifiers,  and higher current carrying products such as C-COR's new line of 15
amp  power  passing   amplifiers.   The  Company  believes  that  its  continued
development  and  introduction  of new  products  for  hybrid  fiber  coax (HFC)
networks will enhance its product  offerings to both domestic and  international
customers in the second half of fiscal year 1997.

The Company's  backlog of sales orders at September 27, 1996, was approximately
$28.3 million  compared with $27.1 million at June 28, 1996.

Gross profit percentage for the  thirteen-week  period ended September 27, 1996,
was 23% versus 27% for the same period the prior year.  The  reduction  in gross
profit  margin for the period is  primarily  a result of changes in product  and
customer  sales mix, compared to the same period the prior  year.  In  addition,
excess  capacity  among  suppliers has created  competitive  pricing  pressures,
particularly  on RF  coaxial  cable  amplifiers.  The  Company  expects  pricing
pressures to continue, but is actively working on process improvements and other
programs to increase  productivity  and reduce costs throughout the Company with
the objective of mitigating the effect of these pressures.

Selling,  general and administrative  expense for the thirteen-week period ended
September  27,  1996,  was  $4,116,000,  a decrease of 12% over the prior year's
total of $4,680,000 for the same period.  The reduction is the result of reduced
selling and personnel expenses at the Company's  Denver, Colorado, sales office,
and reductions in human resource and accrued Profit Incentive Plan expense.

Research  and  product  development  costs for the  thirteen-week  period  ended
September  27, 1996, were $2,449,000,  an increase of 26% over the prior  year's
total of $1,950,000 for the same period. The increase is due primarily to higher
expenses for new product  development related to C-COR's lines of AM and digital
fiber  optic  products  and  consulting  expenses  incurred  to improve  product
development processes.

Interest  expense for the  thirteen-week  period was $62,000.  This represents a
decrease of 83% over last year's  total for the same  period of  $375,000.  This
reduction is due primarily to a reduced level of  outstanding  borrowings on the
Company's line-of-credit during the period.

A foreign currency exchange loss of $2,000 was recorded during the thirteen-week
period  ended  September  27,  1996,  versus a gain of $224,000  during the same
period  of the  prior  year.  The  Company's  balance  of  accounts  receivable,
denominated in foreign currency,  declined  resulting in a minimal exchange loss
compared to the prior year.

Net income for the thirteen-week  period ended September 27, 1996, was $759,000,
a decrease of 71% from the prior  year's net income of  $2,631,000  for the same
period.  The  aforementioned  reduction  in gross  profitability  on lower sales
volume was the primary factor in reduced net income for the period.


<PAGE>



Liquidity and Sources of Capital

Cash and cash equivalents totaled $427,000 as of September 27, 1996, compared to
$1,474,000 at June 28, 1996.  The  Company's  current ratio was 3.4 at September
27, 1996,  up from 3.2 at June 28, 1996.  The primary  source of cash during the
thirteen-week  period ended September 27, 1996, were from net cash provided from
operations  of  $1,487,000.  The  Company's  primary  uses  of cash  during  the
thirteen-week  period ended  September 27, 1996, were for purchases of property,
plant, and equipment of $1,130,000 and payments on the Company's  line-of-credit
of $1,147,000.


The Company  maintains a line-of-credit  with a bank against which it may borrow
the lesser of $23,000,000 or a percentage of eligible accounts  receivable.  The
borrowings  are  collateralized  by  accounts  receivable  and  inventory.   The
line-of-credit   is  committed   through  October  31,  1996,  and  the  Company
anticipates renewing this line-of-credit agreement upon expiration.  The Company
had no borrowings on this line-of-credit as of September 27, 1996. 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,  approximately  $16,476,000 was available to borrow at September 27,
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>
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

Reports on Form 8-K

On July 2, 1996 the  Registrant  filed a Form 8-K informing the  Securities  and
Exchange  Commission  that  Scott  C.  Chandler  will  become  the  Registrant's
President and Chief Executive Officer.