<PAGE> 1

                            UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                              FORM 10-Q

(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 
For the period ended June 28, 1997
                 or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 
    
For the transition period from          to

Commission file number          0-16088

                CERAMICS PROCESS SYSTEMS CORPORATION                      
       (Exact Name of Registrant as Specified in its Charter)

        Delaware                                   04-2832509          
(State or Other Jurisdiction                    (I.R.S. Employer
of Incorporation or Organization)               Identification No.)

111 South Worcester Street, P.O. Box 338, 
Chartley, Massachusetts                            02712  
(Address of Principal Executive Offices)         (Zip Code)                  
       

Registrant's Telephone Number, including Area Code:
(508) 222-0614

Former Name, Former Address and Former Fiscal Year if Changed
since Last Report:
Not Applicable.

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 than the registrant was required
to file such reports), and (2) has been subject to the filing 
requirements for the past 90 days.  
      [X] Yes             [ ]  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.  Number of shares of common stock outstanding as of 
August 11, 1996:  7,780,766.

<PAGE> 2                   
              CERAMICS PROCESS SYSTEMS CORPORATION

                           Form 10-Q                                    

           For The Fiscal Quarter Ended June 28, 1997

                             Index



PART I:  FINANCIAL INFORMATION                               Page

         Item 1:  Consolidated Financial Statements          3-8
      
                  Consolidated Balance Sheets as of        
                  June 28, 1997 and December 28, 1996        3-4
                          
                  Consolidated Statements of Operations
                  for the fiscal quarters ended June 28,
                  1997 and June 29, 1996                       5

                  Consolidated Statements of Cash Flows 
                  for the fiscal quarters ended June 28,
                  1997 and June 29, 1996                       6
                                                                
                  Notes to Consolidated Financial 
                  Statements                                 7-8
                          

         Item 2:  Management's Discussion and Analysis
                  of Financial Condition and Results of
                  Operations                                 8-9


PART II: OTHER INFORMATION         

         Items 1-6                                            10


Signatures                                                    11


<PAGE> 3                                         



PART I  FINANCIAL INFORMATION

                   ITEM 1  FINANCIAL STATEMENTS
<TABLE>
                CERAMICS PROCESS SYSTEMS CORPORATION
                    Consolidated Balance Sheets
                                                                        
  
                                     June 28,       December 28,
                                       1997             1996
<S>                                <C>                <C>      
ASSETS                                               

Current Assets:
  Cash                               $317,123         $  113,331
  Accounts receivable, trade          228,698            141,035
  Inventories                         167,657            156,445
  Prepaid expenses                      7,926              1,340
  Other current assets                      -                  -
                                   ----------         ----------
     Total current assets             721,404            412,151
                                   ----------         ----------

Property and equipment:
  Production equipment              1,220,450          1,145,003
  Furniture and office equipment       60,403             60,403
                                   ----------         ----------
                                    1,280,853          1,205,406

  Less accumulated depreciation      (890,161)          (824,667)
                                   ----------         ----------
     Net property and equipment       390,691            380,739
                                   ----------         ----------
Deposits                                2,237              2,337
                                   ----------         ----------
Total Assets                       $1,114,332         $  795,227
                                   ==========         ==========

<FN>

See accompanying notes to consolidated financial statements.
</TABLE>



<PAGE> 4 

<TABLE>
                 CERAMICS PROCESS SYSTEMS CORPORATION
                Consolidated Balance Sheets (continued)
                                                                            
                                       June 28,          December 28, 
                                         1997                 1996
       
<S>                                <C>                   <C>
LIABILITIES AND STOCKHOLDERS'
 EQUITY (DEFICIT)                             

Current liabilities:
 Accounts payable                  $    166,416          $    128,762
 Accrued expenses                       787,763               789,766
 Deferred revenue                       217,667               355,987
 Notes payable                          450,000               450,000
 Current portion of convertible 
   notes payable:
          Related parties               260,000               260,000
          Other                       1,610,000             1,610,000
 Current portion of obligations
   under capital leases                  18,431                17,383
                                   ------------          ------------
Total current liabilities             3,510,278             3,611,898

Obligations under capital
  leases less current portion            77,059                87,999
                                   ------------          ------------
Total Liabilities                     3,587,336             3,699,897
                                   ------------          ------------

Stockholders' Equity (Deficit)
Common stock, $0.01 par value.
Authorized 15,000,000 shares;
issued 7,782,627 shares at June 28,
1997 and 7,780,766 shares
at December 28, 1996                     77,826                77,808
                                                                     
Additional paid-in capital           30,457,693            30,457,384

Accumulated deficit                 (32,947,688)          (33,379,027)
                                   ------------          ------------
                                     (2,412,169)           (2,843,835)
Less treasury stock, at cost, 
  22,883 common shares at June 28
  1997 and December 28, 1996            (60,835)              (60,835)
                                   ------------          ------------
Total shareholders' equity
  (deficit)                          (2,473,004)           (2,904,670)
                                   ------------          ------------

Total Liabilities and                                               
  Stockholders' Equity
  (Deficit)                        $  1,114,332          $    795,227
                                   ============          ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE> 5

<TABLE>
                CERAMICS PROCESS SYSTEMS CORPORATION
                Consolidated Statements of Operations
 
 
                           Fiscal Quarters Ended    Six Month Periods Ended
                           June 28,       June 29,     June 28,    June 29,
                             1997           1996         1997        1996
<S>                      <C>            <C>         <C>         <C> 
Revenue:

Product sales            $  829,477    $   326,727  $ 1,767,085  $  713,209
License agreements          155,333         85,000      155,333      85,000
                         ----------    -----------   ----------   ---------

Total revenue               984,810        411,727    1,922,418     798,209
                         ==========    ===========   ==========  ==========

Operating expenses:
  Cost of sales             466,435        369,169    1,100,699     779,077
  Selling, general, and
   administrative           136,649        119,910      266,582     235,415
                         ----------    -----------   ----------  ----------
Total operating expenses    603,084        489,079    1,367,281   1,014,492
                         ----------    -----------   ----------   ---------
Operating income (loss)     381,726        (77,352)     555,137    (216,283)

Other income (exp.), net    (58,829)       (35,490)    (123,797)    (94,242)

   Net income (loss)     $  322,897    $  (112,842)     431,340    (310,525)
                         ==========    ===========   ==========  ==========
Net income (loss)
   per share             $     0.04    $     (0.01)   $    0.05   $   (0.04)
                         ----------    -----------   ----------  ----------

Weighted average number of
  common and common 
  equivalent shares 
  outstanding             8,088,344      7,917,504    8,088,344   7,837,694
                         ==========    ===========   ==========  ==========



See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE> 6

<TABLE>
                CERAMICS PROCESS SYSTEMS CORPORATION
                Consolidated Statements of Cash Flows
                                             
                                          
                                                                                                         
Fiscal Quarters Ended
                                               June 28,       June 29,
                                                 1997           1996    
<S>                                           <C>          <C>   
Cash flows from operating activities:
  Net income (loss)                           $ 431,340      $(310,525) 
  Adjustments to reconcile net loss to
   cash provided by (used in)
   operating activities:          
     Depreciation                                52,800         52,800
     Amortization                                12,695         25,068
     Loss (gain) on disposal of equipment        (1,550)       (24,500)
     Loss on investment                              -             -
   Changes in assets and liabilities:
     Accounts receivable, trade                 (87,663)        41,579
     Inventories                                (11,212)       (10,992)
     Prepaid expenses                            (6,586)        (7,071)
     Other current assets                            -             325
     Accounts payable                            37,654          6,420
     Accrued expenses                            (2,003)       197,881
     Deferred revenue                          (138,320)           - 
                                              ---------     ----------
       Net cash used in  
        operating activities                    287,155        (29,015)
                                              ---------     ----------
Cash flows from investing activities:
  Additions to property and equipment           (75,447)       (12,893)
  Disposal of property and equipment              1,550         24,500
  Deposits                                          100           (375)
                                               ---------    ----------
    Net cash used in investing 
     activities                                 (73,797)        11,232
                                              ---------     ----------
Cash flows from financing activities:
  Principal payments of capital lease
    obligations                                  (9,893)           -
  Proceeds from issuance of notes payable             -            -
  Proceeds from issuance of common stock            327            -
                                              ---------    -----------
    Net cash provided by (used in)
      financing activities                       (9,566)           -
                                              ---------    -----------

Net increase (decrease) in cash                 203,792        (17,783)
Cash at beginning of quarter                    113,331         32,127
                                              ---------     ----------
Cash at end of quarter                        $ 317,123    $    14,344
                                              =========     ==========

See accompanying notes to consolidated financial statements.
</TABLE>


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               CERAMICS PROCESS SYSTEMS CORPORATION
            Notes to Consolidated Financial Statement
                          (Unaudited)


(1)  Nature of Business
     Ceramics Process Systems Corporation ("CPS" or "the Company"), 
incorporated on June 19, 1984, develops, manufactures and markets 
advanced metal-matrix composite and ceramic products for packaging
and interconnecting high-density, high-performance microelectronics
for microwave, telecommunications and other applications.  The
Company's products are used in applications where thermal management
and/or lightweight are important factors in total system design.

(2)  Interim Consolidated Financial Statements
     As permitted by the rules of the Securities and Exchange
Commission applicable to quarterly reports on Form 10-Q, these
notes are condensed and do not contain all disclosures required
by generally accepted accounting principles.  

      The accompanying financial statements for the fiscal quarters
ended June 28, 1997 and June 29, 1996 are unaudited.  In the
opinion of management, the unaudited consolidated financial statements
of CPS reflect all adjustments necessary to present fairly the 
financial position and results of operations for such periods.

      The consolidated financial statements include the accounts
of CPS and its wholly-owned subsidiary, CPS Superconductor
Corporation.  All significant intercompany balances and
transactions have been eliminated.

      The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full
year.
      
(3)  Net Income Per Share and Net Loss Per Share
     Net income per share was computed based on the weighted average
number of common shares outstanding during the period plus common stock 
equivalents which consist of options with exercise prices less than the 
average market price of the Company's common stock during the period.
  
     Net loss per share is computed based on the weighted average number 
of common shares outstanding during the period.  Common stock equivalents 
pertaining to stock options and convertible notes payable were not 
considered in the calculations of net loss per share since 
their effect would be antidilutive.  

<PAGE> 8

(4)   Inventory
      Inventories consist of the following:
                              June 28,        December 28,
                                1997                1996   

 Raw Materials               $  37,424          $   39,412  
 Work in process               130,233              85,933  
 Finished goods                      -              31,100  
                             ---------          ----------  
                             $ 167,657          $  156,445  
                             =========          ==========  


(5)   Accrued Expenses
      Accrued expenses consist of the following:

                              June 28,        December 28,
                                1997                1996 
Accrued legal and 
 accounting                 $  147,642          $  161,267
Accrued interest               532,365             445,450
Accrued payroll                 98,624              79,170
Accrued rent and utilities       8,230              24,694
Accrued other                      902              79,185
                             ---------          ----------
                              $787,763            $789,766
                             =========          ==========
  
<PAGE> 9

ITEM 2       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS
     
     This Quarterly Report on Form 10-Q contains forward-looking
statements that involve a number of risks and uncertainties.
There are a number of factors that could cause the Company's actual
results to differ materially from those forecasted or projected
in such forward-looking statements.  Readers are cautioned not to
place undue reliance on these forward-looking statements which
speak only as of the date hereof.  The Company undertakes no
obligation to publicly release the results of any revisions to
these forward-looking statements which may be made to reflect
events or changed circumstances after the date hereof or to reflect
the occurrence of unanticipated events.

Financial Condition
-------------------
     The Company earned net income of $323 thousand in the second
fiscal quarter of 1997 compared with a net loss of $113 thousand
in the second fiscal quarter of 1996.  The Company's cash balance 
at June 28, 1997 and at December 28, 1996 was $317 thousand and 
$113 thousand, respectively.

     The improvement in the Company's overall financial 
performance in the second fiscal quarter of 1997 versus the second
fiscal quarter of 1996 was primarily attributable to increased 
shipments of the Company's metal-matrix composites for use in 
wireless telecommunication applications.

     The Company's entire operations are currently housed in a leased 
facility in Chartley, Massachusetts.  

     Through the first six months of 1997, the Company financed its 
working capital requirements through operations.  The Company expects
it will continue to be able to fund its recurring working capital
requirements for the remainder of 1997 through operations.

     In 1996 certain notes payable matured.  Although the Company
seeks to modify the original terms of these notes, it is unable to
repay the matured balances at this time and there is no assurance
that the notes will be modified on terms acceptable to the Company.

     As of June 28, 1997, the principal amount of convertible notes 
payable was $1,870,000, and accrued interest on these convertible 
notes payable was $473,611.  The principal and accrued interest of 
convertible notes payable are convertible into the Company's common
stock at $0.50 per share at the option of the note holder.

<PAGE> 9

Results of Operations
---------------------
     The growth in revenue from the second fiscal quarter of 1996 to
the second fiscal quarter of 1997 was primarily due to increased
shipments of the Company's metal-matrix composites for use in wireless
telecommunication applications.  Customer demand and units shipments
increased, and while average unit price declined, reduced costs resulted
in improved margins.  In the second fiscal quarter of 1997, a
majority of the Company's revenue was derived from shipments of products
in recurring production, whereas in the second fiscal quarter of 1996, 
a majority of the Company's revenue was derived from shipments of
prototype products which were not in recurring production.  In the 
second fiscal quarter of 1997 revenue from licensing agreements $155 
thousand compared to revenue from licensing agreements of $85 thousand
in the second quarter of 1996.

     The Company's total revenue in the second fiscal quarter of 1997 was 
$985 thousand, a 139% increase over second fiscal quarter 1996 revenue of
$412 thousand.  Total operating expenses in the second fiscal 
quarter of 1997 were $603 thousand, a 23% increase over second fiscal
quarter 1996 operating expenses of $489 thousand.

     Of the $114 thousand increase in operating expenses between the 
second fiscal quarter of 1996 and the second fiscal quarter of 1997,
$97 thousand related to cost of sales and $17 thousand related to 
selling, general and administrative expenses.  The increase in cost 
of sales related primarily to increased unit volume.  Other expense
during the quarter consisted almost exclusively of interest expense.     

     The cumulative effect of these revenues and costs resulted
in net income of $323 thousand, or $0.04 per share, in the
second fiscal quarter of 1997, versus a net loss of $113 thousand,
or $0.01 loss per share, in the second fiscal quarter of 1996.


<PAGE> 10


                              PART II OTHER INFORMATION


Item 1 through Item 5:         None


Item 6:                 Exhibits and Reports on Form 8-K

                        (a)    Exhibits:  None

                        (b)    Reports on Form 8-K:   None


<PAGE> 11

                            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.



                            Ceramics Process Systems Corporation
                                          (Registrant)
                                                                                


Date:      August 12, 1997                /s/Grant C. Bennett  
                                          Grant C. Bennett
                                          President and Treasurer
                                         (Principal Executive
                                          Officer)