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 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 - 9,147,494 shares as of November 3, 1997.


                                    
<PAGE>


                                      INDEX

                             C-COR ELECTRONICS, INC.



PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements (unaudited).

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

              Condensed consolidated statements of operations -- thirteen weeks
              ended September 26, 1997, and September 27, 1996.

              Condensed consolidated statements of cash flows -- thirteen weeks
              ended September 26, 1997, and September 27, 1996.

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



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



PART II.  OTHER INFORMATION

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

<TABLE>
Item 1.  Financial Statements
<CAPTION>

                             C-COR ELECTRONICS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS



                  
                                                            September 26,      June 27,
                                  ASSETS                         1997            1997
                                                             -----------      ----------
                                                             (Unaudited)         (Note)
                                                                     (000's omitted)
<S>                                                          <C>              <C>
CURRENT ASSETS
  Cash and cash equivalents                                  $       471      $     452
  Marketable securities                                              363            359
  Accounts receivable                                             20,358         19,299
                                                             -----------      ----------
                                                                  21,192         20,110
                                                             -----------      ----------
  Inventories:
    Raw materials                                                 14,476         14,358
    Work-in-process                                                2,559          3,346
    Finished goods                                                 2,337          1,436
                                                             -----------      ----------
      Total inventories                                           19,372         19,140
                                                             -----------      ----------
  Deferred taxes                                                   2,839          2,616
  Other current assets                                             1,666          1,893
  Net current assets of discontinued operations                      280              0
                                                             -----------      ----------
TOTAL CURRENT ASSETS                                              45,349         43,759
                                                             -----------      ----------
PROPERTY, PLANT, AND EQUIPMENT, NET                               24,959         25,060
INTANGIBLE ASSETS AND OTHER LONG-TERM ASSETS, NET                    866            785
  Net noncurrent assets of discontinued operations                   505          1,515
                                                             -----------      ----------
TOTAL ASSETS                                                 $    71,679      $  71,119
                                                             ===========      ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                   $    18,832      $  15,461
  Line-of-credit                                                       0          3,466
  Current portion of long-term debt                                  839            834
  Noncurrent liabilities of discontinued operations                    0          1,253
                                                             -----------      ----------
TOTAL CURRENT LIABILITIES                                         19,671         21,014
                                                             -----------      ----------
LONG-TERM DEBT, less current portion                               6,155          6,367
DEFERRED TAXES                                                     1,370          1,311
OTHER LONG-TERM LIABILITIES                                          836            749
                                                             -----------      ----------
TOTAL LIABILITIES                                                 28,032         29,441
                                                             -----------      ----------
SHAREHOLDERS' EQUITY
  Common Stock, $.10 par; authorized shares 
   24,000,000; issued shares of 9,642,851 on 09/26/97,
   and 9,633,435 on 06/27/97.                                        964            963
  Additional paid-in capital                                      20,031         19,963
  Retained earnings                                               28,513         26,632
  Translation adjustment                                             (84)          (101)
  Net unrealized loss on marketable securities                       (12)           (14)
  Treasury Stock                                                  (5,765)        (5,765)
                                                             -----------      ----------
TOTAL SHAREHOLDERS' EQUITY                                        43,647         41,678
                                                             -----------      ----------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY                     $    71,679      $  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         
                                                September 26,        September 27,    
                                                    1997                1996       
                                                -----------          -----------   
                                          (000's omitted, except per share data)
<S>                                             <C>                 <C>            
 NET SALES                                      $   37,065          $   31,844
                                                -----------          -----------   

 COSTS AND EXPENSES:
   Cost of sales                                    28,473              24,647     
   Selling, general and administrative 
     expenses                                        3,555               3,472     
   Research and product development costs            1,773               1,379
   Interest expense                                     77                  59     
   Investment income                                    (6)                (31)    
   Foreign exchange gain                               (21)                (10)    
   Other expenses                                      322                  18     
                                                -----------          -----------   
                                                    34,173              29,534     
                                                -----------          -----------

 INCOME FROM CONTINUING OPERATIONS 
   BEFORE INCOME TAXES                               2,892               2,310     

 INCOME TAXES                                        1,011                 777     
                                                -----------          -----------   

 INCOME FROM CONTINUING OPERATIONS                   1,881               1,533     
                                              
 DISCONTINUED OPERATIONS:
 Loss from operations of discontinued
   business segment, less applicable
   income tax benefit of $377                            0                (774)
                                                -----------          -----------

 NET INCOME                                      $   1,881          $      759
                                                ===========          ===========

 NET INCOME (LOSS) PER SHARE:
   Continuing operations                         $    0.20          $     0.16     
   Discontinued operations                            0.00               (0.08)     
                                                -----------          -----------
 Total                                           $    0.20          $     0.08
                                                ===========          ===========

<FN>
 See notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                             C-COR ELECTRONICS, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



                                                                 Thirteen Weeks Ended          
                                                            September 26,     September 27,      
                                                                1997              1996         
                                                            -----------       -----------      
                                                                  (000's omitted)

 <S>                                                        <C>              <C>               
 OPERATING ACTIVITIES
 Net Income                                                 $   1,881        $       759       
   Adjustments to reconcile net income to net cash
     and cash equivalents provided by operating 
     activities:
   Depreciation and amortization                                1,623              1,318       
   Provision for deferred retirement salary plan                   87                 37       
   Changes in operating assets and liabilities:
   Accounts receivable                                         (1,059)             1,921
   Inventories                                                   (232)            (1,705)       
   Other assets                                                   146                292       
   Accounts payable                                             1,001                798      
   Accrued liabilities                                          2,370               (983)       
   Deferred income taxes                                         (166)               158
   Discontinued operations - working capital changes
     and noncash charges                                         (545)            (1,108)
 NET CASH AND CASH EQUIVALENTS PROVIDED BY                  -----------       -----------      
   OPERATING ACTIVITIES                                         5,106              1,487       
                                                            -----------       -----------      
 INVESTING ACTIVITIES
   Purchase of property, plant and equipment                   (1,505)            (1,060)      
   Purchase of marketable securities                                0               (200)       
   Investing activities of discontinued operations                 22                (70)
 NET CASH AND CASH EQUIVALENTS                              -----------       -----------      
    USED IN  INVESTING ACTIVITIES                              (1,483)            (1,330)      
                                                            -----------       -----------      
 FINANCING ACTIVITIES
   Payment of debt and capital lease obligations                 (207)              (208)      
   Proceeds from line-of-credit                                12,792                555       
   Payment of line-of-credit                                  (16,258)            (1,702)      
   Tax benefit deriving from exercise and 
     sale of stock option shares                                    0                 60
   Issue common stock to employee stock purchase plan              12                 27
   Proceeds from exercise of stock options                         57                 64       
 NET CASH AND CASH EQUIVALENTS  USED IN                     -----------       -----------      
   FINANCING ACTIVITIES                                        (3,604)            (1,204)      
                                                            -----------       -----------      
 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  19             (1,047)      
 Cash and cash equivalents at beginning of period                 452              1,474       
                                                            -----------       -----------      
 CASH AND CASH EQUIVALENTS AT END OF PERIOD                 $     471        $       427       
                                                            ===========       ===========      
<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 September 26, 1997, 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 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>

                                                  September 26,            June 27,
                                                      1997                  1997
                                                ----------------       ----------------
                                                           (000's omitted)
<S>                                             <C>                    <C>
Accounts payable                                        $ 9,637                $ 8,636
Accrued incentive plan expense                              796                      0
Accrued vacation expense                                  1,350                  1,358
Accrued salary expense                                    1,204                    569
Accrued payroll and sales tax expense                       345                    555
Accrued warranty expense                                  2,366                  2,185
Accrued workers compensation 
  self-insurance expense                                  1,342                  1,162
Income taxes payable                                        940                    137
Accrued other                                               852                    859 
                                                ----------------       ----------------
                                                        $18,832                $15,461
                                                ================       ================
</TABLE>
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Conditions and 
         Results of Operations

The following  discussion addresses the financial condition of the Company as of
September 26, 1997, and the results of operations for the  thirteen-week  period
ended  September 26, 1997,  compared  with the same period 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 Statement:

Some of the  information  presented in this report  constitutes  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, including, without limitation, continuation of increased domestic spending
for  network  upgrades,  the  continuation  of  competitive  pricing  pressures,
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, 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  26,  1997,  were
$37,065,000,  an increase of 16% from the prior year's sales of $31,844,000  for
the same period.  The increase in sales was primarily  attributable to increased
demand for RF  distribution  products by  international  customers  in the cable
television (CATV) industry, compared to the same period of the prior year.

Domestic sales, as a percentage of total  consolidated  sales,  were 72% for the
quarter ended  September 26, 1997.  This compares to 81% for the same period the
prior year.  Sales to domestic  customers  increased 2% during the quarter ended
September  26,  1997,  compared to the same period of the prior year.  In recent
periods,  the Company has seen a steady demand from domestic CATV  operators for
hybrid/fiber  coax  (HFC)  distribution  equipment.  The  Company  believes  the
increased demand  continues to be driven by network upgrade  activity  resulting
from  demands  for  improved  services,  affecting  not  only  voice  and  video
requirements, but also demands for high-speed data.

International  sales, as a percentage of total consolidated  sales, were 28% for
the quarter ended  September 26, 1997.  This compares to 19% for the same period
the prior  year.  Sales to  international  customers  increased  78%  during the
quarter ended September 26, 1997, compared to the same period of the prior year.
The increase for the quarter resulted primarily from increased demand in Canada,
Asia, and Europe.  These 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 September 26, 1997, was  approximately
$37.9 million,  up from approximately  $34.9 million at the end of the Company's
fiscal year ended June 27, 1997. The Company booked  approximately $40.1 million
of new sales orders during the quarter ended September 26, 1997.

Gross profit percentage for the  thirteen-week  period ended September 26, 1997,
was 23.2% versus  22.6% for the same period the prior year.  The increase in the
gross profit margin for the quarter is primarily a result of changes in customer
and  product  sales mix,  and  efficiencies  resulting  from  higher  production
volumes,  compared to the same period the prior year. Although pricing pressures
continue,  the Company has implemented  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 efforts to redesign products to enhance manufacturability and
reduce material costs. As one of these initiatives,  production began during the
quarter at the  Company's new  manufacturing  facility in Tijuana,  Mexico.  The
Company  will  manufacture  the  power  supply  assembly  component  of  it's RF
amplifier products at this new facility.

Selling,  general and administrative expenses for the thirteen-week period ended
September  26, 1997,  were  $3,555,000,  an increase of 2% over the prior year's
total of  $3,472,000  for the same period.  The increase is due  primarily to an
increase in accrued profit incentive  expense under the Company's profit sharing
plan, compared to the previous year.

Research  and  product  development  costs for the  thirteen-week  period  ended
September 26, 1997,  were  $1,773,000,  an increase of 29% over the prior year's
total of  $1,379,000  for the same  period.  The  increase is a result of higher
personnel  costs  and  increased   expenditures  for  AM  fiber  optics  product
development.   In  addition,  the  aforementioned  increase  in  accrued  profit
incentive  expense under the Company's  profit  sharing plan  contributed to the
increased research and product  development  expenses,  compared to the previous
year.  Anticipated new product development  initiatives are expected to increase
research and product development expenses in future periods.

Other expense for the  thirteen-week  period ended September 26, 1997, was $322.
This compares to $18 for same period the prior year. The increase is primarily a
result of expense  accrued in  relation  to a  tentative  settlement  reached in
relation to litigation  dating back to March of 1995 that alleged  violations of
securities and other laws.

The effective income tax rate for the  thirteen-week  period ended September 26,
1997, was 35.0%.  This compares to an effective income tax rate of 33.6% for the
same  period the prior  year.  The  provision  for income tax  expense  reflects
changes  in the  relative  profitability  related  to  both  U.S.  and  non-U.S.
operations and differences in statuatory rates.

Net income for the thirteen-week period ended September 26, 1997, was $1,881,000
or $.20 per share  versus  $759,000  or $.08 per share for the same  period  the
prior year.  Net income for the first quarter of the prior year reflects  income
from  continuing  operations of  $1,533,000  or $.16 per share,  and a loss from
discontinued operations of ($774,000) or ($.08) per share (net of applicable tax
benefit).

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 ended  September 26, 1997. This compares to a loss from
operations of the discontinued business segment for the same period of the prior
year of ($774,000), net of applicable tax benefit of ($377,000).




Liquidity and Capital Resources

The Company's current ratio at September 26, 1997,  increased to 2.3 from 2.1 at
June 27,  1997.  Net cash  generated  from  operating  activities  increased  to
$5,106,000 as of September 26, 1997,  compared to $1,487,000 for the same period
the prior year.  Working  capital was  $25,678,000  as of  September  26,  1997,
compared to $22,745,000 for the same period of the prior year.

Cash used by investing  activities  was  $1,483,000  as of  September  26, 1997,
compared to $1,330,000  for the same period the prior year. The increase of cash
used in investing  activities was primarily due to higher purchases of property,
plant, and equipment compared to the same period the prior year.

Cash totaling  $3,604,000  was used in financing  activities as of September 26,
1997, compared to $1,204,000 for the same period the prior year. The increase in
cash used in financing  activities  resulted from payments on borrowings related
to the Company's line-of-credit.

On September 4, 1997, the Company  announced that it was beginning another stock
repurchase  program.  The new  program  allows the Company to  repurchase  up to
500,000  shares of C-COR Common Stock.  The shares may be purchased from time to
time in the open market through block or privately negotiated  transactions,  or
otherwise.  The Company 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 were repurchased  under this new stock  repurchase  program adopted in
September 1997. In May 1997 the Company  completed a stock  repurchase  program,
which it had begun in December 1996, for 500,000 shares.

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.  The borrowings are  collateralized  by accounts  receivable and
inventory.  The  line-of-credit  is committed  through October 31, 1997, and the
Company anticipates  renewing this line-of-credit  annually.  The Company had no
borrowings  on this  line-of-credit  as of September  26,  1997.  Based upon the
Company's analysis of eligible accounts receivable and inventory,  approximately
$20,442,000 was available to borrow as of September 26, 1997.

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

<PAGE>
PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

The following exhibit is included herein:

(11) Statement re:  computation of earnings per share

(27) Financial Data Schedule

Reports on Form 8-K

On July 14, 1997, the Registrant  filed a Form 8-K to report that the Registrant
announced  on July 10, 1997, that it will discontinue  its  digital  fiber optic
business segment.





                                   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 10, 1997                        /s/ CHRIS A. MILLER
                                               Chris A. Miller, C.P.A.,
                                               Vice President-Finance,
                                               Secretary & Treasurer
                                               (Principal Financial Officer)

Date: November 10, 1997                        /s/ JOSEPH E. ZAVACKY
                                               Controller & Assistant
                                               Secretary
                                               (Principal Accounting Officer)