SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                  FORM 10-QSB/A
                                 Amendment No. 1


                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



For Quarter ended August 31, 1997

Commission file number 2-92261


                            WESTBRIDGE RESEARCH GROUP


            California                                        95-3769474
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                         Identification No.)


          1150 Joshua Way
          Vista, California                                      92083
(Address of principal executive office)                       (Zip Code)

Registrant's telephone number,
including area code:                                       (619) 599-8855

     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 require- ments for the past 90 days. Yes X No ______

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of a recent date:  8,413,753  shares of common stock, no par
value, as of August 31, 1997.
<PAGE>



                         PART I - FINANCIAL INFORMATION

                          ITEM 1 - FINANCIAL STATEMENTS

                    WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY

                      CONSOLIDATED CONDENSED BALANCE SHEETS


<TABLE>
                                          AUGUST 31,               NOVEMBER 30,
                                            1997                      1996
                                         (unaudited)                 (audited)
                                         -----------               -----------

                                     ASSETS

<S>                                      <C>                        <C>  

CURRENT ASSETS
 Cash                                     $  251,756               $   115,719
 Trade accounts receivable, less
   allowance for doubtful accounts of
   $3,699 and $4,473 respectively            315,797                   128,442
 Inventories                                  96,417                    74,369
 Prepaid expenses and other
   current assets                             18,451                    10,237
                                           ----------                ----------

           Total Current Assets              682,421                   328,767


PROPERTY AND EQUIPMENT                       373,325                   363,475
 Less accumulated depreciation              [335,808]                 [323,408]
                                           ----------               -----------

           Net Property and Equipment         37,517                    40,067


PROCESSES AND FORMULAS, net of accumulated
 amortization of $2,950,083 and
 $2,889,830 respectively                     147,285                   207,538
PREPAID ROYALTY, net of accumulated
 amortization of $17,523 and $3,186
 respectively                                178,419                   192,756
LONG TERM ACCOUNTS RECEIVABLE, net           130,000                   130,000
                                          -----------               -----------

    TOTAL ASSETS                          $1,175,642                $  899,128
                                          ===========               ==========
</TABLE>








                     See accompanying notes to consolidated
                         condensed financial statements.



                                        2

<PAGE>



                    WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (continued)


<TABLE>
                                                AUGUST 31,      NOVEMBER 30,
                                                   1997             1996
                                               (unaudited)       (audited)

                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

<S>                                            <C>               <C>   

CURRENT LIABILITIES
  Accounts payable                            $    45,080        $    17,844
  Notes payable - related parties                 232,757                 --
  Notes payable                                    28,681                 --
  Accrued expenses                                 70,346             78,467
  Current portion of capital
   lease obligation                                 4,187              4,187
  Current portion of long-term debt                36,113             39,239
                                                ----------         ----------

      TOTAL CURRENT LIABILITIES                   417,164            139,737


Notes payable - related parties                        --            220,423
Long-term debt                                     27,011             80,619
Deferred rent                                       2,247              5,137
Capital lease obligations:
  net of current portion                              242              3,428
                                                ----------         ----------

      TOTAL LIABILITIES                           446,664            449,344


SHAREHOLDERS' EQUITY (DEFICIT)
  Common stock, no par value:
  Authorized 37,500,000 shares
  Issued and outstanding 8,413,753 shares       8,479,854          8,479,854

  Paid in Capital:  Warrants                       95,000             95,000
  Accumulated deficit                          [7,845,876]        [8,125,070]

      TOTAL SHAREHOLDERS' EQUITY                  728,978            449,784
                                               -----------        -----------

      TOTAL LIABILITIES & SHAREHOLDERS'        $1,175,642         $  899,128
        EQUITY                                 ===========        ===========
              
</TABLE>







                     See accompanying notes to consolidated
                         condensed financial statements.

                                        3

<PAGE>

                    WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (unaudited)


<TABLE>
                                     THREE MONTHS             NINE MONTHS
                                    ENDED AUGUST 31         ENDED AUGUST 31
                                 1997             1996  1997             1996
                                 =====================  =====================
<S>                              <C>         <C>        <C>          <C> 

NET SALES                        $ 349,915   $ 126,505  $1,218,943   $  750,230

COST OF SALES                      148,873      57,475     388,409      217,349
                                 ---------   ---------  ----------    ---------
GROSS PROFIT                       201,042      69,030     830,534      532,881
                                 ---------   ---------  ----------    ---------
OPERATING EXPENSES
  Research and development          35,597      43,424      77,849      114,570
  Selling                           60,622      43,528     185,740      131,945
  General and administration        54,006      65,615     160,913      221,926
  Royalties                         16,539     106,173      53,716      609,975
  Amortization of formula           20,084      20,084      60,253       60,253
                                 ---------   ---------   ---------    ---------
     TOTAL OPERATING EXPENSES      186,848     278,824     538,471    1,138,669
                                 ---------   ---------   ---------    ---------

  Operating income (loss)           14,194    [209,794]    292,063     [605,788]

OTHER INCOME (EXPENSE)
  Interest expense                  [6,551]     [6,940]    [22,214]     [22,194]
  Interest income                    1,819         636       3,195        2,225
  Other income                         100       2,029       6,150       10,154
                                 ----------  ---------- -----------   ----------
     Net income (loss)           $   9,562   $[214,069] $  279,194$    [615,603]
                                 ==========  ========== ===========   ==========
Net income (loss) per common 
  share                          $     .01   $    [.03] $      .04    $    [.08]
                                 ==========  ========== ===========   ==========

Weighted average common and common
equivalent shares outstanding    8,413,753   8,413,753   8,413,753    8,413,753
                                 ==========  ========== ===========   ==========
</TABLE>










                     See accompanying notes to consolidated
                        condensed financial statements.

                                        4

<PAGE>


                    WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                                   (unaudited)

<TABLE>
                                                 NINE MONTHS ENDED
                                           AUGUST 31,            AUGUST 31,
                                              1997                  1996
                                      ========================================
<S>                                       <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income [loss]                         $  279,194            $  [615,603]

Adjustments  to reconcile  net income  
[loss] to net cash  provided by (used in)
operating activities:

Amortization of prepaid royalty               14,337                    --
Depreciation and amortization                 72,653                 73,482

Changes in Operating Assets and Liabilities:

  Increase in trade accounts receivable     [187,355]               [31,580]
  Increase in inventories                    [22,048]                [5,169]
  Increase in prepaid expenses                [8,213]                  [542]
  Increase [decrease] in accounts payable     27,236                 [2,996]
  [Decrease] increase in accrued liabilities  [8,121]                 9,390
                                            ----------           -----------
Net cash provided by (used in)
 operating activities                        167,683               [573,018]

CASH FLOWS FROM INVESTING ACTIVITIES:
Payment of royalty expense through
  forgiveness of notes receivable                --                 579,476
Purchase of property and equipment            [9,850]                [4,610]
Proceeds from notes receivable                   --                  83,990
                                           -----------           -----------
Net cash (used in) provided by
 investing activities                         [9,850]               658,856

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable                    [29,326]               [20,904]
Borrowings on notes payable                    1,273                    --
Increase in deferred rent                        --                   6,100
Decrease in deferred rent                     [2,890]                   --
Payments on capital lease obligation          [3,187]                [3,283]
Borrowings on notes payable-related parties   12,334                 11,481
                                           -----------           -----------

Net Cash (used in) financing activities      [21,796]               [6,606]

INCREASE IN CASH                             136,037                79,232

CASH AT BEGINNING OF PERIOD                  115,719               120,672
                                          ------------           -----------
CASH AT END OF PERIOD                     $  251,756             $ 199,904
                                          ============           ===========
</TABLE>




                     See accompanying notes to consolidated
                        condensed financial statements.

                                        5

<PAGE>




                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


A.    Basis of Presentation:

     The  consolidated  balance  sheet as of August 31, 1997,  the  consolidated
statement of operations  for the  nine-month  periods ended August 31, 1997, and
1996,  respectively,  and the  consolidated  statements  of cash  flows  for the
nine-month period then ended have been prepared by the Company without audit. In
the opinion of management,  all adjustments (which include only normal recurring
adjustments except as noted in management's discussion and analysis of financial
condition and results of  operations)  necessary to present fairly the financial
position, results of operations and changes in cash flows have been made.

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have  been  condensed  or  omitted.  It is  suggested  that  these  consolidated
financial  statements be read in conjunction  with the financial  statements and
notes thereto included in the 1996 Annual Report on Form 10-KSB.  The results of
operations for the quarter ended August 31, 1997, are not necessarily indicative
of the operating results for the full year.

B.       Subsequent Events:

         None

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

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

     Results of Operations:


     Net sales for the three and  nine-month  periods ended August 31, 1997 were
$349,915, and $1,218,943,  representing increases of 177% and 63%, respectively,
over the same periods in the prior year.  The increase in net sales is primarily
related to an increase in net foreign sales and sales of additional new products
being manufactured for an existing domestic customer.


                                   (Continued)



                                        6

<PAGE>


                    WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY



     Cost of sales as a percentage of net sales decreased to 43% for the quarter
ended  August 31,  1997 as  compared  with 46% for the same  period in the prior
year.  For the nine  month  period  ended  August 31,  1997,  cost of sales as a
percentage  of net sales  increased  to 32% from 29% for the same  period in the
prior  year.  The nine  month  increase  resulted  primarily  from an  increased
percentage of lower margin products in the product sales mix.

     Operating  expenses for the three month and nine month periods ended August
31, 1997  decreased by 33% and 53%,  respectively,  over the same periods in the
prior year.  This  decrease is primarily  due to a decrease in royalty  expenses
which resulted from the  restructuring  in the terms of the Company's  licensing
agreement during fiscal 1996.

     Research and  development  expenses  decreased  by $7,827,  or 18% over the
prior year's third  quarter.  Research and  development  expenses also decreased
$36,721, or 32% for the nine month period.  These decreases are due to decreased
contract research and reallocation of salaries and wages.

     Selling  expenses as a percentage of net sales for the three and nine month
periods  ended  August 31, 1997 were  approximately  18% and 16%,  respectively,
compared  with 35% and 18% for the same periods in the prior year.  The decrease
is primarily due to increased sales.

     General and  administrative  expenses  in the three and nine month  periods
ended  August  31,  1997  decreased  by  $11,609  or 18%,  and  $61,013  or 28%,
respectively,  when  compared  with the same  periods in the prior  year.  These
decreases  are primarily  due to a decrease in contract  labor  allocated to the
general  and  administrative  function  as well  as  increased  moving  expenses
incurred in the prior year.

     Net income for the  quarter  ended  August 31,  1997 was $9,562 or $.01 per
common share compared with a net loss of $214,069,  or $.03 per common share for
the same period in the prior year.  This  increase is primarily the result of an
increase in net sales and a decrease in royalty expense.

     Income  taxes  have not been  provided  for in the  accompanying  financial
statements of operations due to the net operating loss  carryforwards  generated
in prior years that are available for carryforward against current year income.



                                        7

<PAGE>


                    WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY


                      MANAGEMENT'S DISCUSSION AND ANALYSIS


Liquidity and Capital Resources:

     The Company has no material commitments for capital expenditures.

     Working  capital  was  $265,257  at August 31,  1997,  up from  $189,030 at
November 30, 1996.

     Based on current cash flow projections  management expects that the Company
can continue  operations  for the current year without  infusions of  additional
cash.


Impact of Inflation

     The Company does not believe inflation has had a significant  effect on its
operations.







                                       8
<PAGE>
                           PART II - OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS
                  None

ITEM 2.           CHANGES IN SECURITIES
                  None

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES
                  None

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   
The Company's annual meeting of shareholders ("Annual Meeting") was held on July
17, 1997. The certified list of shareholders  prepared by the Company's transfer
agent certified that the number of shares of common stock of the Company issued,
outstanding  and  entitled  to vote at the Annual  Meeting  was  8,413,753.  The
shareholders  present  at the  Annual  Meeting,  in person  and by  proxy,  held
5,560,521 shares of common stock of the Company.

The following matters were voted upon at the Annual Meeting:


     (i) The amendment to the Company's  Articles of  Incorporation  to effect a
one-for-four reverse stock split was approved. The votes cast were as follows:

  VOTES                           VOTES                            VOTES
   FOR                           AGAINST                         ABSTAINED
5,211,612                        254,496                           94,413

     (ii) The amendment of the Company's  Articles of Incorporation to authorize
the  establishment  of a class of preferred  stock was approved.  The votes cast
were as follows: 

  VOTES                           VOTES                       VOTES ABSTAINED/
   FOR                           AGAINST                         NOT VOTED
5,044,370                        328,599                          187,552


                                       9
<PAGE>


     (iii) The  following  members were elected to the Board of Directors of the
Company:

                                    VOTES                                VOTES
                                     FOR                               WITHHELD
William J. Dale                   5,495,522                             64,969
William F. Fruehling              5,495,552                             64,969
Christine Koenemann               5,495,552                             64,969
William M. Witherspoon            5,487,219                             73,302


     (iv)  The  appointment  of  independent  accountants  for the  Company  was
approved. The votes cast were as follows: 

  VOTES                           VOTES                              VOTES
   FOR                           AGAINST                           ABSTAINED
5,463,752                         22,663                            74,106


    















                                       10
<PAGE>


ITEM 5.           OTHER INFORMATION
                  None

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  A.       EXHIBITS
                           None

                  B.       REPORTS ON FORM 8-K
                           None

 














                                       11

<PAGE>


                    WESTBRIDGE RESEARCH GROUP AND SUBSIDIARY



                                   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.



                                      WESTBRIDGE RESEARCH GROUP
                                      (Registrant)



                                       By:  /s/ Christine Koenemann
                                          -------------------------------------
                                          Christine Koenemann, President
                                          Principal Executive Officer
                                          Principal Financial Officer


Date: October 10, 1997








                                       12

<PAGE>