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 26, 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 - 9,153,443 shares as of January 30, 1998.


                                    
<PAGE>


                                      INDEX

                             C-COR ELECTRONICS, INC.



PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements (unaudited).

              Condensed consolidated  balance  sheets  --  June  27,  1997,  and
              December 26, 1997.

              Condensed consolidated statements of operations -- thirteen-weeks
              ended December 26, 1997, and December 27, 1996; twenty-six-weeks
              ended December 26, 1997, and December 27, 1996.

              Condensed consolidated statements of cash flows -- twenty-six 
              weeks ended December 26, 1997, and December 27, 1996.

              Notes to condensed consolidated  financial statements --
              December 26, 1997.



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



PART II.  OTHER INFORMATION

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

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

<TABLE>
Item 1.  Financial Statements
<CAPTION>

                             C-COR ELECTRONICS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS



                  
                                                             December 26,      June 27,
                                  ASSETS                         1997            1997
                                                             -----------      ----------
                                                             (Unaudited)         (Note)
                                                                     (000's omitted)
<S>                                                          <C>              <C>
CURRENT ASSETS
  Cash and cash equivalents                                  $       141      $     452
  Marketable securities                                              352            359
  Accounts receivable                                             19,549         19,299
                                                             -----------      ----------
                                                                  20,042         20,110
                                                             -----------      ----------
  Inventories:
    Raw materials                                                 16,627         14,358
    Work-in-process                                                2,690          3,346
    Finished goods                                                 2,883          1,436
                                                             -----------      ----------
      Total inventories                                           22,200         19,140
                                                             -----------      ----------
  Deferred taxes                                                   2,640          2,616
  Other current assets                                             1,746          1,893
  Net current assets of discontinued operations                      513              0
                                                             -----------      ----------
TOTAL CURRENT ASSETS                                              47,141         43,759
                                                             -----------      ----------
PROPERTY, PLANT, AND EQUIPMENT, NET                               26,442         25,060
INTANGIBLE ASSETS AND OTHER LONG-TERM ASSETS, NET                  1,068            785
Net noncurrent assets of discontinued operations                     457          1,515
                                                             -----------      ----------
TOTAL ASSETS                                                 $    75,108      $  71,119
                                                             ===========      ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                   $    18,666      $  15,461
  Line-of-credit                                                   2,013          3,466
  Current portion of long-term debt                                  844            834
  Noncurrent liabilities of discontinued operations                    0          1,253
                                                             -----------      ----------
TOTAL CURRENT LIABILITIES                                         21,523         21,014
                                                             -----------      ----------
LONG-TERM DEBT, less current portion                               5,942          6,367
DEFERRED TAXES                                                     1,367          1,311
OTHER LONG-TERM LIABILITIES                                          936            749
                                                             -----------      ----------
TOTAL LIABILITIES                                                 29,768         29,441
                                                             -----------      ----------
SHAREHOLDERS' EQUITY
  Common Stock, $.10 par; authorized shares 
   24,000,000; issued shares of 9,652,738 on 12/26/97,
   and 9,633,435 on 06/27/97.                                        965            963
  Additional paid-in capital                                      20,119         19,963
  Retained earnings                                               30,099         26,632
  Translation adjustment                                             (69)          (101)
  Net unrealized loss on marketable securities                        (9)           (14)
  Treasury Stock                                                  (5,765)        (5,765)
                                                             -----------      ----------
TOTAL SHAREHOLDERS' EQUITY                                        45,340         41,678
                                                             -----------      ----------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY                     $    75,108      $  71,119
                                                             ===========      ==========


<FN>
Note:  The balance sheet at June 27, 1997, 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               Twenty-Six-Weeks Ended
                                                December 26,         December 27,    December 26,         December 27,
                                                    1997                1996             1997                1996
                                                -----------          -----------     -----------          -----------
                                                               (000's omitted, except per share data)
<S>                                             <C>                 <C>              <C>                  <C>
 NET SALES                                      $   37,185          $   30,701       $   74,250           $   62,545
                                                -----------          -----------     -----------          -----------

 COSTS AND EXPENSES:
   Cost of sales                                    29,124              24,719           57,597               49,366
   Selling, general and administrative 
     expenses                                        3,772               3,761            7,327                7,233
   Research and product development costs            1,690               1,402            3,463                2,781
   Interest expense                                     76                  54              153                  116
   Investment income                                    (6)                (38)             (13)                 (65)
   Foreign exchange loss (gain)                        165                 (29)             144                  (27)
   Other expense (income)                              (34)                 46              289                   45
                                                -----------          -----------     -----------          -----------
                                                    34,787              29,915           68,960               59,449
                                                -----------          -----------     -----------          -----------

 INCOME FROM CONTINUING OPERATIONS 
   BEFORE INCOME TAXES                               2,398                 786            5,290                3,096

 INCOME TAXES                                          812                 223            1,823                1,000
                                                -----------          -----------     -----------          -----------

 INCOME FROM CONTINUING OPERATIONS                   1,586                 563            3,467                2,096
                                              
 DISCONTINUED OPERATIONS:
 Loss from operations of discontinued
   business segment, less applicable
   income tax benefit                                    0                (228)               0               (1,002)
                                                -----------          -----------     -----------          -----------

 NET INCOME                                     $    1,586           $     335       $    3,467           $    1,094
                                                ===========          ===========     ===========          ===========

 NET INCOME (LOSS) PER SHARE - (BASIC):

   Continuing operations                        $     0.17           $    0.06       $    0.38            $     0.22
   Discontinued operations                            0.00               (0.03)           0.00                 (0.11)
                                                -----------          -----------     -----------          -----------
 NET INCOME PER SHARE                           $     0.17          $     0.03       $    0.38            $     0.11
                                                ===========          ===========     ===========          ===========

 NET INCOME (LOSS) PER SHARE - (ASSUMING DILUTION):

   Continuing operations                        $     0.17           $    0.06       $    0.37            $     0.21
   Discontinued operations                            0.00               (0.03)           0.00                 (0.10)
                                                -----------          -----------     -----------          -----------
 NET INCOME PER SHARE                           $     0.17          $     0.03       $    0.37            $     0.11
                                                ===========          ===========     ===========          ===========

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

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



                                                                Twenty-Six-Weeks Ended
                                                             December 26,      December 27,
                                                                 1997             1996 
                                                             -----------       -----------
                                                                    (000's omitted)

 <S>                                                         <C>               <C>
 OPERATING ACTIVITIES
 Net Income                                                  $ 3,467           $ 1,094
   Adjustments to reconcile net income to net cash
     and cash equivalents provided by operating 
     activities:
   Depreciation and amortization                               3,275             2,640
   Provision for deferred retirement salary plan                 187               146
   Loss on sales of property, plant and equipment                  -                46
   Changes in operating assets and liabilities:
     Accounts receivable                                        (250)            5,898
     Inventories                                              (3,060)           (2,944)
     Other assets                                               (136)              303
     Accounts payable                                            954             1,234
     Accrued liabilities                                       2,251            (2,089)
     Deferred income taxes                                        29               566
     Discontinued Operations - working capital changes
      and noncash charges                                       (730)           (1,742)
 NET CASH AND CASH EQUIVALENTS PROVIDED BY                  -----------       -----------
   OPERATING ACTIVITIES                                        5,987             5,152
                                                            -----------       -----------
 INVESTING ACTIVITIES
   Purchase of property, plant and equipment                  (4,625)           (2,768)
   Purchase of marketable securities                               -              (200)
   Proceeds from sale of marketable securities                    15                 5
   Proceeds from sales of property, plant, and equipment           -                12
   Investing activities of discontinued operations                22              (403)
 NET CASH AND CASH EQUIVALENTS                              -----------       -----------  
    USED IN  INVESTING ACTIVITIES                             (4,588)           (3,354)
                                                            -----------       -----------
 FINANCING ACTIVITIES
   Payment of debt and capital lease obligations                (415)             (419)
   Proceeds from line-of-credit                               26,300               555
   Payment of line-of-credit                                 (27,753)           (1,702)
   Tax benefit deriving from exercise and 
     sale of stock option shares                                   -                71
   Issue common stock to employee stock purchase plan             24                45
   Proceeds from exercise of stock options                       134                95
 NET CASH AND CASH EQUIVALENTS  USED IN                     -----------       -----------
   FINANCING ACTIVITIES                                       (1,710)           (1,355)
                                                            -----------       -----------
 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               (311)              443
 Cash and cash equivalents at beginning of period                452             1,474
                                                            -----------       -----------
 CASH AND CASH EQUIVALENTS AT END OF PERIOD                  $   141           $ 1,917
                                                            ===========       ===========
<FN>
 See notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
                            C-COR ELECTRONICS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. The accompanying, unaudited, condensed consolidated financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim  financial  information,  and in the opinion of management,  contain all
adjustments  (consisting  only of normal,  recurring  adjustments)  necessary to
fairly present the Company's financial position as of December 26, 1997, and the
results of its operations for the thirteen-week and twenty-six-week periods then
ended.  Operating  results for the thirteen-week and twenty-six week periods are
not  necessarily  indicative  of the results  that may be expected  for the year
ending June 26, 1998. 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 27, 1997.

2. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

                                                   December 26,            June 27,
                                                      1997                  1997
                                                ----------------       ----------------
                                                           (000's omitted)
<S>                                             <C>                    <C>
Accounts payable                                        $ 9,590                $ 8,636
Accrued incentive plan expense                            1,257                      0
Accrued vacation expense                                  1,353                  1,358
Accrued salary expense                                      627                    569
Accrued payroll and sales tax expense                       770                    555
Accrued warranty expense                                  2,368                  2,185
Accrued workers compensation 
  self-insurance expense                                  1,522                  1,162
Income taxes payable                                        103                    137
Accrued other                                             1,076                    859 
                                                ----------------       ----------------
                                                        $18,666                $15,461
                                                ================       ================
</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
December 26,  1997,  and the results of  operations  for the  thirteen-week  and
twenty-six-week periods ended December 26, 1997, compared with the corresponding
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
27, 1997, 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,  statements concerning the continuation of
increased   domestic  spending  for  network   upgrades,   the  continuation  of
competitive pricing pressures,  anticipated new product development initiatives,
and the  continued  availability  of capital  resources.  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, new product development activities, changes
in the cost and  availability  of parts and supplies,  fluctuations  in warranty
costs,  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.

Accounting  Changes

During the  quarter,  the Company  adopted  Statement  of  Financial  Accounting
Standards  No.  128,  "Earnings  per Share",  which  establishes  standards  for
computing and presenting  earnings per share ("EPS") data. SFAS No. 128 replaces
the previous  standards for  presentation  of primary and fully diluted EPS with
basic and diluted EPS.  Basic EPS excludes  dilution and is computed by dividing
income available to common stockholders by the weighted average number of common
shares  outstanding for the period.  Diluted EPS includes the dilution of common
stock  equivalents,  and is computed  similarly to fully diluted EPS pursuant to
APB Opinion 15. All prior periods  presented  have been restated to reflect this
adoption.


<PAGE>


Results of Operations

Net  sales  for  the   thirteen-week   period  ended  December  26,  1997,  were
$37,185,000,  an increase of 21% from the prior year's sales of $30,701,000  for
the  corresponding  period.  Net  sales  for the  twenty-six-week  period  ended
December 26, 1997,  were  $74,250,000,  an increase of 19% from the prior year's
sales of $62,545,000 for the  corresponding  period.  The increases in sales for
the  1997  periods  were  primarily  attributable  to  increased  demand  for RF
distribution  products  by domestic  and  international  customers  in the cable
television (CATV) industry.

Domestic sales, as a percentage of total  consolidated  sales,  were 69% for the
quarter  ended  December 26,  1997,  and 70% for the period  year-to-date.  This
compares to 73% and 77% for the  corresponding  periods of the prior year. Sales
to domestic customers  increased 16% during the quarter ended December 26, 1997,
and 8% for the period year-to-date, compared to the corresponding periods of the
prior  year.  The  Company  believes  that many  domestic  CATV  operators  have
increased their capital spending,  and as a result,  the Company has experienced
increased demand for hybrid/fiber coax (HFC) distribution equipment. The Company
believes  the  increased  capital  spending  is driven by  customer  demands for
improved  services,  affecting not only voice and video  requirements,  but also
demand   for  high-speed  data  transmission.  This  increased  demand  by  CATV
operators for improved services has translated into an increased need for higher
bandwidth products in order to support these services.

International  sales, as a percentage of total consolidated  sales, were 31% for
the quarter ended December 26, 1997, and 30% for the period  year-to-date.  This
compares to 27% and 23% for the  corresponding  periods of the prior year. Sales
to international  customers  increased 36% during the quarter ended December 26,
1997, and 53% for the period year-to-date, compared to the corresponding periods
of the  prior  year.  The  increase  for the  quarter  resulted  primarily  from
increased  demand in  Canada,  and Latin  America.  The  increase,  year-to-date
derives primarily from increased demand in Canada, Asia, and Europe. The Company
is  continuing  to monitor its business  activities  in the Asian market and the
effect that  current  economic  conditions  may have on present and future order
trends.  The  international  markets continue to represent  distinct markets for
CATV equipment, and, in general, demand can be highly variable.

The Company's  backlog of sales orders at December 26, 1997,  was  approximately
$36.8 million,  down from approximately $37.9 million at the end of the previous
quarter ended September 26, 1997. The Company booked approximately $36.1 million
of new sales orders during the quarter ended December 26, 1997.

Gross profit  percentage for the  thirteen-week  period ended December 26, 1997,
was  21.7%  versus  19.5%  for the same  period  the prior  year.  Gross  profit
percentage  for the  twenty-six-week  period ended  December 26, 1997, was 22.4%
versus  21.1% for the same  period the prior  year.  The  increase  in the gross
profit margin for the quarter and year-to-date  periods is primarily a result of
changes in customer  and product  sales mix,  and  efficiencies  resulting  from
higher production volumes.  Although pricing pressures continue, the Company has
undertaken initiatives to mitigate these pressures.  The Company has taken steps
to lower manufacturing costs and is continuing efforts to improve  manufacturing
processes  in order to enhance  efficiency  and  productivity,  and to  redesign
products to enhance manufacturability and reduce material costs. As one of these
initiatives,  the Company has begun  manufacturing the power supply component of
its RF amplifier  products in Tijuana,  Mexico. The Company continues to ramp up
production at this new manufacturing facility.

Selling,  general and administrative expenses for the thirteen-week period ended
December 26, 1997, were  $3,772,000,  compared to $3,761,000 for the same period
of the  prior  year.  Selling,  general  and  administrative  expenses  for  the
twenty-six-week  period ended December 26, 1997, were $7,327,000,  a 1% increase
over the prior year's total of $7,233,000 for the same period. The increases for
the quarter and year-to-date  periods are primarily the result of an increase in
accrued profit  incentive  expense under the Company's  profit sharing plan, and
increases in various operating costs to support current business levels.

Research  and  product  development  costs for the  thirteen-week  period  ended
December 26,  1997,  were  $1,690,000,  an increase of 21% over the prior year's
total of $1,402,000 for the same period.  Research and product development costs
for the  twenty-six-week  period ended December 26, 1997,  were  $3,463,000,  an
increase of 25% over the prior year's total of  $2,781,000  for the same period.
The increase is a result of higher personnel costs, including the aforementioned
higher accrued profit  incentive  expense,  and additional  expenditures  for AM
fiber optics and network management product development. Anticipated new product
development   initiatives   are  expected  to  increase   research  and  product
development expenses in future periods.

A foreign  exchange loss of $165,000 was incurred for the  thirteen-week  period
ended  December  26, 1997.  The loss  derived  primarily  from  Canadian  dollar
transactions.  The Canadian  dollar  weakened  versus the U.S. dollar during the
quarter,  resulting  in a foreign  exchange  loss for the  current  quarter  and
year-to-date periods.

Other expense for the twenty-six-week  period ended December 26, 1997, was $289.
This  compares  to $45 for the same  period  the prior  year.  The  increase  is
primarily  a result of expense  accrued  during  the  previous  quarter  for the
settlement of litigation.

The effective  income tax rate for the  thirteen-week  period ended December 26,
1997, was 33.9%.  This compares to an effective income tax rate of 28.3% for the
corresponding  period  the prior  year.  The  effective  income tax rate for the
twenty-six-week  period ended December 26, 1997, was 34.5%.  This compares to an
effective income tax rate of 32.3% for the corresponding  period the prior year.
The  fluctuations in the effective income tax rate from period to period reflect
changes in permanent tax differences, 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 December 26, 1997, was $1,586,000
or $.17 per share on a diluted  basis,  versus  $335,000  or $.03 per share on a
diluted  basis for the same period of the prior year.  Net income for the second
quarter of the prior year reflects income from continuing operations of $786,000
or $.06 per share on a diluted basis, and a loss from discontinued operations of
($228,000),  net of  applicable  tax  benefit,  or ($.03) per share on a diluted
basis.  Net income for the  twenty-six-week  period ended December 26, 1997, was
$3,467,000 or $.37 per share on a diluted basis,  versus  $1,094,000 or $.11 per
share on a diluted basis for the same period the prior year.  Net income for the
six months of the prior year  reflects  income  from  continuing  operations  of
$2,096,000 or $.21 per share on a diluted  basis,  and a loss from  discontinued
operations of ($1,002,000),  net of applicable tax benefit,  or ($.10) per share
on a diluted basis.

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 phase-down process
expected to span nine months.  Anticipated  wind-down  costs were  recorded as a
loss on disposal  of the  discontinued  segment in the  results of  discontinued
operations  for the  Company's  prior fiscal year ended June 27, 1997.  Thus, no
wind-down  costs from  operations  of the  discontinued  business  segment  were
recorded for the quarter and year-to-date  periods ended December 26, 1997. This
compares to a loss from operations of the discontinued  business segment for the
same  quarter the prior year of  ($228,000),  net of  applicable  tax benefit of
($96,000),  and a loss  year-to-date  of  ($1,002,000),  net of  applicable  tax
benefit of ($473,000).

Liquidity and Capital Resources

The Company's  current ratio at December 26, 1997, was 2.2, an increase from 2.1
at June 27, 1997. The Company's  cash and cash  equivalents  decreased  $311,000
during the first 6 months of fiscal year 1998.  Net cash  provided by  operating
activities generated $5,987,000, after $730,000 was used for payment of expenses
related to discontinued operations.

The  Company's  working  capital  increased  $2,873,000  since  June  27,  1997.
Inventory  levels  increased  from  $19,140,000 to  $22,200,000,  resulting in a
$3,060,000 use of cash, primarily  attributable to purchase requirements to meet
increased volume levels. Accounts payable and accrued liabilities increased from
$15,461,000  at June 27, 1997,  to  $18,666,000  as of December  26,  1997,  due
primarily  to  increased   accounts  payable  resulting  from  higher  inventory
purchases and expense accrued under the Company's profit incentive plan.

Cash used in investing  activities  totaled  $4,588,000 as of December 26, 1997,
compared to $3,354,000 for the  corresponding  period the prior year.  Investing
activities consisted primarily of purchases and replacement of property,  plant,
and equipment.

Cash used in financing  activities  totaled  $1,710,000 as of December 26, 1997,
compared to $1,355,000 for the  corresponding  period the prior year.  Financing
activities  consisted  primarily of  borrowings  and  payments on the  Company's
line-of-credit.

On  September  4, 1997,  the  Company  announced a stock  repurchase  program to
repurchase  up to  500,000  shares of C-COR  Common  Stock.  The  shares  may be
purchased  from  time to time in the open  market  through  block  or  privately
negotiated transactions,  or otherwise. The Company intends to use its currently
available  capital  resources to fund the purchases.  The  repurchased  stock is
expected  to be held by the  Company  as  treasury  stock to be used to meet the
Company's  obligations  under its present and future  stock option plans and for
other corporate  purposes.  To date, no shares have been repurchased  under this
new stock repurchase program adopted in September 1997.

The Company  maintains  a  line-of-credit  with a bank  pursuant to which it may
borrow the lesser of $23,000,000 or a percentage of eligible accounts receivable
and  inventory.  Borrowings  under the  line-of-credit  are  secured by accounts
receivable and inventory.  The  line-of-credit  is committed through October 30,
1998, at which time the Company anticipates  renewal. The Company had borrowings
on the  line-of-credit as of December 26, 1997, of $2,013,000.  This compares to
an  outstanding  balance of $3,466,000  at the end of the Company's  fiscal year
ended June 27,  1997.  Based upon the  Company's  analysis of eligible  accounts
receivable  and inventory,  an additional  $16,497,031  was available  under the
line-of-credit at December 26, 1997.

Management  believes that  operating  cash flow, as well as the  line-of-credit,
will be  adequate  to  provide  for all cash  requirements  for the  foreseeable
future,  subject to requirements that additional growth or strategic development
might dictate.


<PAGE>



PART II. OTHER INFORMATION


Item 4.  Submission of matters to a vote of shareholders

The Company's  annual meeting of  shareholders  was held on October 14, 1997, at
which the holders of at least  8,806,840  shares of common  stock of the Company
(out of a total of  9,141,514  shares  outstanding  and entitled to vote at such
annual meeting),  were present in person or represented by proxy (representing a
quorum for the  transaction  of business).  The election of three  directors was
submitted to a vote of shareholders.

Details  were  provided  to  shareholders  in the form of a Notice of the Annual
Meeting  of  Shareholders  dated  September  15,  1997,  and  mailed on or about
September 16, 1997.

Messrs. Richard E. Perry and Donald M. Cook, Jr. were re-elected as directors of
the  Company  until the year 2000,  and Mr.  Javad K.  Hassan  was  elected as a
director until the year 2000.

The voting results for the election of directors are set forth as follows:
<TABLE>

<S>                        <C>                   <C>   
Name of Nominee            Votes For             Votes Withheld

Richard E. Perry           8,746,669             60,171
Donald M. Cook, Jr.        8,727,302             79,538
Javad K. Hassan            8,723,069             83,771
</TABLE>


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

         The following exhibits are included herein:

         (10)(a)  Notes and Security Agreement effective December 30, 1997,
                  between the Registrant and Mellon Bank, N.A.
         (10)(b)  Supplement to Note and Security Agreement effective December
                  30, 1997, between the Registrant and Mellon Bank, N.A.
         (10)(c)  Revolving Line of Credit Agreement effective December 30, 
                  1997, between the Registrant and Mellon Bank, N.A.
         (10)(d)  Supplement to Revolving Line of Credit Agreement effective
                  December 30, 1997, between the Registrant and Mellon Bank, 
                  N.A.
         (11)     Statement re: computation of earnings per share
         (27)     Financial Data Schedule

         Reports on Form 8-K

                  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:     February 9, 1998                    /s/ CHRIS A. MILLER
      -----------------------                 --------------------------
                                              C.P.A., Vice President-Finance
                                              Secretary and Treasurer
                                              (Principal Financial Officer)




Date:     February 9, 1998                    /s/ JOSEPH E. ZAVACKY
      -----------------------                 ---------------------------
                                              Controller and Assistant Secretary
                                              (Principal Accounting Officer)