<PAGE>
 
                  [WM1] UNITED STATES SECURITIES AND EXCHANGE
                            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 quarterly period ended September 1, 1996.

[  ] 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 1-8700


                   M E A S U R E X    C O R P O R A T I O N
            (Exact name of Registrant as specified in its charter)
                                        


                DELAWARE                               94-1658697
        (State or other jurisdiction of             (I.R.S. Employer
        incorporation or organization)             Identification No.)


                 ONE RESULTS WAY, CUPERTINO, CALIFORNIA 95014
             (Address of principal executive offices)  (Zip Code)

      Registrant's telephone number, including area code:  (408) 255-1500


                                NOT  APPLICABLE
(Former name, former address & former fiscal year, if changed since last report)


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 and (2) has been subject to such filing
requirements 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 the latest practicable date.

          Common stock outstanding at September 1, 1996:  16,022,332

(1)  Excludes common stock held in treasury.

     This document contains 13 pages, with the Exhibit Index located on pages 1
to 12.

                                       1
<PAGE>
 
Part I.  Financial Information

  Item 1.  Financial Statements

<TABLE>
<CAPTION>
                                             MEASUREX  CORPORATION
                                  CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                                  (Unaudited)
                              (Dollar amounts in thousands except per share data)

                                                   Three Months Ended               Nine Months Ended
                                             -----------------------------   -----------------------------
                                              September 1,    September 3,    September 1,    September 3,
                                                 1996            1995            1996            1995
----------------------------------------------------------------------------------------------------------
<S>                                          <C>             <C>             <C>             <C>
 
Revenues:
  Systems                                         $67,752         $62,016        $201,458        $157,632
  Service and other                                31,782          29,627          94,287          84,433
                                                  -------         -------        --------        --------
      Total revenues                               99,534          91,643         295,745         242,065
                                                  -------         -------        --------        --------
 
Operating costs and expenses:
  Systems                                          39,724          36,707         119,138          96,104
  Service and other                                19,969          18,377          58,394          53,028
  Product development                               4,971           4,749          15,479          14,056
  Selling and administrative                       21,448          19,823          63,251          55,717
                                                  -------         -------        --------        --------
     Total operating costs and expenses            86,112          79,656         256,262         218,905
                                                  -------         -------        --------        --------
 
Earnings from operations                           13,422          11,987          39,483          23,160
                                                  -------         -------        --------        --------
 
Other income (expense):
  Interest expense                                   (734)           (856)         (1,916)         (2,167)
  Interest income and other, net                      952           1,728           2,931           5,053
                                                  -------         -------        --------        --------
     Total other income, net                          218             872           1,015           2,886
                                                  -------         -------        --------        --------
 
Income before income taxes                         13,640          12,859          40,498          26,046
Provision for income taxes                          4,639           4,374          13,771           8,856
                                                  -------         -------        --------        --------
 
Net income                                        $ 9,001         $ 8,485        $ 26,727        $ 17,190
                                                  =======         =======        ========        ========
 
Net income per share                              $   .55         $   .51        $   1.63        $   1.01
                                                  =======         =======        ========        ========
 
Dividends per share                               $   .11         $   .11        $    .33        $    .33
                                                  =======         =======        ========        ========
 
Average number of common and
  common equivalent shares (in
  thousands)                                       16,486          16,625          16,438          17,015
                                                  =======         =======        ========        ========
</TABLE>
   The accompanying notes are an integral part of the consolidated condensed
                             financial statements.
                                       

                                       2
<PAGE>
 
                            MEASUREX  CORPORATION
                     CONSOLIDATED  CONDENSED BALANCE SHEETS
                         (Dollar amounts in thousands)

<TABLE>
<CAPTION>
 
                                                   September 1,      December 3,
                                                      1996              1995
--------------------------------------------------------------------------------
<S>                                                <C>               <C>
                                                   (Unaudited)
ASSETS
 
Current assets:
 
   Cash and cash equivalents                        $ 28,269            $ 62,924
   Short-term investments                                104               1,138
   Accounts receivable                               101,434              76,702
   Inventories                                        46,620              33,349
   Prepaid expenses and other                         16,626              13,574
                                                    --------            --------
 
        Total current assets                         193,053             187,687
 
Contracts receivable                                  19,776              16,208
 
Service parts                                         14,876              13,773
 
Property, plant and equipment, net                    50,746              49,752
 
Other assets                                          50,569              19,285
                                                    --------            --------
 
        Total assets                                $329,020            $286,705
                                                    ========            ========
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
Current liabilities:
 
   Current portion of long-term debt                $  4,515            $  4,458
   Accounts payable                                    8,953               8,004
   Accrued expenses                                   82,839              77,326
   Income taxes payable                                6,869               8,590
                                                    --------            --------
 
        Total current liabilities                    103,176              98,378
 
Long-term debt                                        25,506              15,348
 
Deferred income taxes                                  6,727               6,934
                                                    --------            --------
 
        Total liabilities                            135,409             120,660
 
Shareholders' equity                                 193,611             166,045
                                                    --------            --------
 
 Total liabilities and shareholders' equity         $329,020            $286,705
                                                    ========            ========
 
</TABLE>

   The accompanying notes are an integral part of the consolidated condensed
                             financial statements.

                                       3
<PAGE>
 
                             MEASUREX  CORPORATION
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                         (Dollar amounts in thousands)
<TABLE>
<CAPTION>
 
                                                                       Nine Months Ended
                                                                -------------------------------
                                                                September 1,       September 3,
                                                                    1996                1995
-----------------------------------------------------------------------------------------------
<S>                                                                <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net cash provided by operating activities                        $  4,375             $  5,648
                                                                   --------             --------
 
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of held-to-maturity securities                                   -               (3,202)
Sale of available-for-sale securities                                     -               11,255
Maturities of held-to-maturity securities                             1,034               17,522
Acquisition of property, plant and equipment                         (7,927)              (5,836)
Business acquisitions, net of cash acquired                         (34,205)              (3,380)
Capitalized software                                                 (3,445)              (1,349)
                                                                   --------             --------
  Net cash (used) provided by investing activities                  (44,543)              15,010
                                                                   --------             --------
 
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of short-term debt                                           (1,725)              (4,063)
Additions to long-term debt                                          57,177               47,117
Payment of long-term debt                                           (51,660)             (20,275)
Dividends                                                            (5,242)              (5,269)
Stock issued under employee stock purchase and stock
  option plans                                                        6,666               22,745
Payment for treasury stock                                                -              (97,271)
                                                                   --------             --------
  Net cash provided (used) in financing activities                    5,216              (57,016)
                                                                   --------             --------
Effect of exchange rate fluctuations on
  cash and cash equivalents                                             297                   62
                                                                   --------             --------
  Net decrease in cash and cash equivalents                         (34,655)             (36,296)
Cash and cash equivalents at beginning of period                     62,924               82,254
                                                                   --------             --------
Cash and cash equivalents at end of period                         $ 28,269             $ 45,958
                                                                   ========             ========

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
Note exchanged for intangible assets                               $      -             $    700

</TABLE> 

The accompanying notes are an integral part of the consolidated condensed
financial statements.

                                       4
<PAGE>
 
                             MEASUREX CORPORATION
             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                        (September 1, 1996 - Unaudited)

          __________________________________________________________

NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
---------------------

The accompanying consolidated condensed financial statements have been prepared
in accordance with SEC requirements for interim financial statements.  They,
therefore, do not include all of the disclosures which are presented in the
Measurex Corporation ("the Company") Annual Report on Form 10-K.  It is
suggested that the financial statements be read in conjunction with the
Consolidated Financial Statements and notes thereto included in the Company's
Annual Report on Form 10-K.

The information furnished reflects all adjustments (consisting only of normal
recurring adjustments) which are, in the opinion of management, necessary for
the fair statement of financial position, results of operations and cash flows
for the interim period.  The year-end condensed balance sheet data was derived
from audited financial statements, but does not include all disclosures required
by generally accepted accounting principles.  The results of operations for the
periods presented are not necessarily indicative of results to be expected for
the full year.


Consolidation
-------------

The consolidated condensed financial statements include the accounts of all
subsidiaries after elimination of intercompany balances and transactions.


Net Income per Share
--------------------

Net income per share is computed based on the weighted average number of common
shares outstanding during the period adjusted to reflect the assumed exercise of
outstanding stock options to the extent these had a dilutive effect on the
computation.


Fiscal Year
-----------

The Company uses a 52-53 week fiscal year.  Fiscal 1996 is a 52 week year and
fiscal 1995 is a 53 week year.  The extra week in 1995 is accounted for in the
first quarter.

                                       5
<PAGE>
 
                             MEASUREX CORPORATION
       NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, (Continued)
                        (September 1, 1996 - Unaudited)
            ------------------------------------------------------

<TABLE>
<CAPTION>
NOTE 2.  ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:
(in thousands)
                                                                    September 1    December 3,
                                                                       1996           1995
                                                                     ---------      ---------
<S>                                                                  <C>            <C>

Accounts receivable                                                  $  95,364      $  72,588
Contracts receivable, current portion                                   10,134          7,332
Less:
  Allowance for noncollection and system returns                        (4,064)        (3,218)
                                                                     ---------      ---------
                                                                     $ 101,434      $  76,702
                                                                     =========      =========
---------------------------------------------------------------------------------------------
 
NOTE 3.  INVENTORIES
 
Inventories consist of the following:
(in thousands)
                                                                    September 1,   December 3,
                                                                        1996          1995
                                                                     ---------      ---------
 
Purchased parts and components                                       $  22,036      $  14,579
Work-in-process                                                         17,797         12,843
Finished subassemblies and systems                                       6,787          5,927
                                                                     ---------      ---------
                                                                     $  46,620      $  33,349
                                                                     =========      =========
---------------------------------------------------------------------------------------------
NOTE 4.  OTHER ASSETS
 
Other assets, net of amortization, consist of the following:
 (in thousands)
                                                                    September 1,   December 3,
                                                                        1996          1995
                                                                     ---------      ---------

Goodwill                                                             $  37,183      $   9,828
Capitalized software                                                     7,207          4,681
Other                                                                    6,179          4,776
                                                                     ---------      ---------
                                                                     $  50,569      $  19,285
                                                                     =========      =========
</TABLE>
The increase in goodwill is attributable to the acquisition of Data Measurement
Corporation (DMC) and the Measurement Systems Business Unit of Loral Fairchild
Corp.'s Loral Control Systems Division.
________________________________________________________________________________

                                       6
<PAGE>
 
                             MEASUREX CORPORATION
       NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, (Continued)
                        (September 1 1996 - Unaudited)

                _______________________________________________

<TABLE>
<CAPTION>
 
NOTE 5.  FINANCIAL INSTRUMENTS
Debt consists of the following:
(in thousands)
                                       September 1,   December 3,
                                           1996          1995
                                        ---------      ---------

<S>                                     <C>            <C>
 
Bank credit agreements                  $  20,550      $   6,907
Term loan                                   8,000         11,000
Other borrowings                            1,471          1,899
                                        ---------      ---------
                                           30,021         19,806
Less:
  Amounts due within one year              (4,515)        (4,458)
                                        ---------      ---------
                                        $  25,506      $  15,348
                                        =========      =========
</TABLE>

The increase in debt is attributable to the acquisition of Data Measurement
Corporation and the Measurement Systems Business Unit of Loral Fairchild Corp.'s
Loral Control Systems Division.
________________________________________________________________________________

NOTE 6.  COMMITMENTS AND CONTINGENCIES
--------------------------------------

The Company from time to time receives claims from third parties in the normal 
course of business. In the opinion of management, the current claims pending 
against the Company will not have a material adverse affect on the financial 
position or results of operations of the Company.

________________________________________________________________________________

                                       7
<PAGE>
 
                              MEASUREX CORPORATION
 Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
--------------------------------------------------------------------------
OPERATIONS
----------

RESULTS OF OPERATIONS
----------------------

The following discussion and analysis contains forward looking statements, which
are subject to the risk factors set forth at the end of this item.

System orders in the third quarter of 1996  were $74 million, which represented
a 28% increase from the $58 million booked in the third quarter of 1995 mainly
due to record order levels in Japan and Europe.  For the first nine months of
1996, orders were $205 million, including $26 million for Data Measurement
Corporation (DMC), compared to the 1995 nine month total of $188 million.  In
the third quarter of 1996, orders for the Industrial Systems Division, including
$9.0 million for  DMC, were $16 million, compared to $8 million in the third
quarter of 1995.  Orders for the Paper Industry were $58 million compared with
$50 million in the third quarter of 1995, and $51 million in the second quarter
of 1996.

The industry and geographic breakdown of orders is as follows:
<TABLE>
<CAPTION>
 
                            Three Months Ended            Nine Months Ended
                        ---------------------------   ---------------------------
                           (amounts in millions)         (amounts in millions)
                        ---------------------------   ---------------------------
                        September 1,   September 3,   September 1,   September 3,
                             1996          1995           1996          1995
                        ------------   ------------   ------------   ------------
<S>                     <C>            <C>            <C>            <C>
United States              $    22.0       $   21.0        $  65.0        $  74.0
Europe                          23.0           16.0           63.0           55.0
Rest of World                   29.0           21.0           77.0           59.0
                           ---------       --------        -------        -------
     Total                 $    74.0       $   58.0        $ 205.0        $ 188.0
                           ---------       --------        -------        -------
 
Paper Systems              $    58.0       $   50.0        $ 151.0        $ 163.0
Industrial Systems              16.0            8.0           54.0           25.0
                           ---------       --------        -------        -------
     Total                 $    74.0       $   58.0        $ 205.0        $ 188.0
                           ---------       --------        -------        -------

</TABLE>

System backlog at the end of the third quarter of 1996 was $163 million, up 31%
from $124 million at the end of the third quarter of 1995, and up from $157
million at the end of the second quarter 1996. In excess of 90% of the $163
million backlog is scheduled to be shipped during the next 12 months.  The
ending backlog includes $28 million relating to DMC.

System revenue was $67.8 million in the third quarter of 1996, a 9% increase
from $62.0 million in the third quarter of 1995 resulting primarily from the DMC
acquisition.  DMC added $5.8 million to the third quarter revenue and $15.8
million to the first nine months of 1996.  System revenues increased 28% to
$201.5 million for the first nine months of 1996, due to the acquisition of DMC
and increased system shipments in response to high orders and backlog at the
beginning of the year.

Service and other revenue increased 7% for the third quarter of 1996, and 12%
for the first nine months of 1996 compared to the same periods in 1995.  Growth
in the installed base of systems, spare parts sales and service revenue
associated with DMC accounted for the increase.

System margins for the third quarter of 1996 remained level with the third
quarter of 1995 at 41% and increased from 40% in the second quarter of 1996.  In
the third quarter of 1996, system margins excluding DMC improved to 43%.

Service and other margins for the third quarter of 1996 were 37% compared to 38%
in the third quarter of 1995 and 39% in the second quarter of 1996.  The
decrease of service margins is due to lower sales of field spares which have a
higher margin.

Product development expense increased by 5% and 10% respectively in the third
quarter and the first nine months of 1996 compared to the same periods in 1995.
To maintain its competitive position in the industry, the Company continues its
investments in new products.

                                       8
<PAGE>
 
                              MEASUREX CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
--------------------------------------------------------------------------
OPERATIONS (CONT.)
------------------

RESULTS OF OPERATIONS (CONT)
----------------------------

Selling and administrative expense in the third quarter and in the first nine
months of 1996 were 8% and 14%, higher respectively, compared to the same
periods in 1995, although they were lower as a percentage of revenue. The
increase is mainly due to the inclusion of DMC, additional sales commissions
associated with higher revenue and increases in the sales headcount to achieve
better coverage of the market.

As a result of these changes, earnings from operations for the third quarter of
1996 increased 12% to $13.4 million from $12.0 million in the third quarter of
1995 and increased by 70% for the first nine months of 1996.

Interest expense decreased in the third quarter and the first nine months of
1996 as a result of lower debt levels.  Interest income was down by 45% for the
third quarter and 42% for the first nine months of 1996, compared to the same
periods in 1995.  The decrease is due to lower cash balances during the period
and the securitization of certain contracts receivable with a financial
institution at the end of fiscal year 1995.

The effective tax rate for both the third quarter and the first nine months of
1996 was 34%.

Net income for the third quarter of 1996 was $9.0 million, a 6% increase over
1995, and for the first nine months of 1996 was $26.7 million, a 55% increase
over 1995.  Net income per share for the quarter increased from $0.51 in 1995 to
$0.55 in 1996 and for the first nine months from $1.01 to $1.63.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The following discussion of liquidity and capital resources relates to the
consolidated statements of cash flows.  Analysis of changes to receivables,
inventories, property, plant and equipment, other assets and liabilities is
before consolidation of DMC's net assets.

In the nine months ended September 1, 1996, the Company generated $4.4 million
of cash from operating activities, compared to $5.6 million in the nine months
ended September 3, 1995.  In the nine months of 1996, $40.7 million was
generated by net income after adjustments for non-cash items.  This cash inflow
was partially offset by increases in working capital of $36.4 million as a
result of the increase in business volume.

Cash used in investing activities was $44.5 million for the third quarter of
1996 compared to $15.0 million received from investing activities in the third
quarter of 1995.  On January 10, 1996, the Company acquired DMC for $31.3
million.  On April 24, 1996, the Company acquired the Measurement Systems
Business Unit of Loral Fairchild Corp.'s Loral Control Systems Division for $4.5
million.  With these acquisitions, the Company supplies measurement  and control
systems and services for flat rolled products to the steel industry.  During the
first nine months of the fiscal year, $7.9 million was spent on acquiring
property, plant, and equipment.  No major facility expansions are planned for
fiscal year 1996.

Cash generated in financing activities was $5.2 million for the first nine
months of 1996 compared to cash used of $57.0 million in the first nine months
of 1995, which was primarily due to the Company repurchasing approximately 20%
of its outstanding stock from Harnischfeger Industries for $96.0 million in the
first nine months of 1995.   Offsetting the cash outflow for this repurchase of
common stock, the Company received $22.7 million cash in connection with its
employee stock purchase plan and stock options exercised and increased its
outstanding debt by $22.8 million.

As a result of the above activities, the Company's cash and cash equivalents at
the end of the third quarter of 1996 decreased $34.7 million compared to year-
end 1995.

The Company's current ratio was approximately 1.9 at the end of the third
quarter of 1996 and fiscal year-end 1995.  The debt to capitalization ratio was
13% as of September 1, 1996, compared to 11% at fiscal year-end 1995.

                                       9
<PAGE>
 
                             MEASUREX CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
--------------------------------------------------------------------------
OPERATIONS
----------

LIQUIDITY AND CAPITAL RESOURCES (CONT.)
-------------------------------        

The Company believes that its existing cash balances and lines of credit will
provide adequate flexibility to fund the Company's operating needs, capital
expenditures and cash dividends during the next 12 months.

As of September 1, 1996, the Company's principal source of liquidity included
cash, cash equivalents and short-term investments of $28.4 million and unsecured
revolving bank lines of credit available of $74.5 million of which $15.0 million
was committed to letters of credit.

RISK FACTORS
------------

The Company's future operations are subject to a number of risks and
uncertainties including, but not limited to, the following:

Fluctuations in Quarterly Orders -  The Company's quarterly orders have
fluctuated in the past and may fluctuate significantly in the future due to a
number of factors, including the timing of orders from its customers, changes in
pricing by the Company or its competitors, discount levels, new product
introductions by the Company or its competitors, foreign currency exchange
rates, and changes in the economic and political environments of the countries
and industries it serves.

Fluctuations in Financial Results - The Company's quarterly and annual financial
results have fluctuated in the past and may fluctuate significantly in the
future due to a number of factors, including the scheduling of factory
shipments, changes in pricing and discount levels, utilization levels of the
Company's manufacturing facilities and personnel, amount and growth in operating
expenses, changes in applicable tax rates, changes in product mix of system
revenue, amount of spares shipments, changes in interest rates, changes in
foreign currency exchange rates and the ability of the Company to mitigate the
impact of such changes with foreign currency forward contracts.

Cyclicality of the Paper Industry - A substantial portion of the Company's sales
have historically come from the paper industry.  While the Company has recently
expanded its presence in the industrial systems component of its business
through its acquisition of Data Measurement Corporation, the paper industry will
continue to account for most of the Company's revenues.  This industry has in
the past, and will likely in the future, be subject to substantial cyclicality
and economic downturns.  This cyclicality may in turn materially impact the
Company's order rate and results of operations.

Risks of Serving other Cyclical Industries - The Company's orders and operating
results are impacted by the capital expenditure cycles in the plastics, rubber,
non-wovens, aluminum and steel industries, all of which are subject to
substantial cyclicality.

Risks Associated with International Operations - A majority of the Company's
revenues are typically generated from sales outside of the United States.  The
Company's international orders, revenues and profitability are subject to
inherent risks including timing in obtaining import licenses and letters of
credit, fluctuations in local economies, difficulties in staffing and managing
foreign operations, changes in foreign currency exchange rates, changes in
regulatory requirements, tariffs and other trade barriers, difficulties in
repatriation of earnings, and burdens of complying with a wide variety of
foreign laws.

Ability to Integrate Acquisitions - A key element of the Company's strategy for
growth is the acquisition of products that can be distributed through its
worldwide sales and service organization.  The success of this component of the
Company's strategy is dependent upon the ability of the Company to identify
acquisition candidates that meet its acquisition criteria, acquire the
acquisition target at a fair price, integrate the acquired operations into the
Company and implement its business plan after acquisition.  There can be no
assurance that the Company will be successful in achieving these goals in every
instance.  For example, in the first quarter the acquisition of DMC is subject
to these uncertainties.

                                       10
<PAGE>
 
                             MEASUREX CORPORATION

                         PART  II.  OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
        --------------------------------

        (a)  Exhibits

             Exhibit
              Number                        Exhibit Title
             --------   -------------------------------------------------------

               2.1      Copy of the Amended and Restated Agreement and Plan of
                        Reorganization dated September 16, 1995 among Measurex,
                        Data Measurement Corporation and Mx Acquisition Company
                        (incorporated by reference from Exhibit 2.1 on Form 8-K
                        reporting on event occurring on January 10, 1996).

               3.1      Certificate of Incorporation of Registrant (incorporated
                        by reference from Exhibit 3.1 on page 30 of Report on
                        Form 10-K for the fiscal year ended November 29, 1987).

               3.2      Bylaws of Registrant, restated and amended as of April
                        19, 1994 (incorporated by reference from Exhibit 3.2 on
                        page 21 of Report on Form 10-K for the fiscal year ended
                        November 27, 1994).

               4.1      Copy of Registrant's Rights Agreement dated as of
                        December 14, 1988, as amended by Amendment No. 1 thereto
                        dated May 30, 1990 (incorporated by reference from
                        Exhibit 4.1 on page 47 of Report on Form 10-K for the
                        fiscal year ended December 2, 1990).

              10.1      Copy of Registrant's Employee's Stock Option Plan
                        (1993), amended and restated effective February 16, 1996
                        (incorporated by reference from Form S-8 Registration
                        Statement No. 333-04175 filed with the SEC on May 21,
                        1996).

              10.2      Copy of Registrant's Stock Option Agreement (Special
                        Acceleration Grant) dated as of December 14, 1993
                        (incorporated by reference from Exhibit 10.10 on page 45
                        of Report on Form 10-K for the fiscal year ended
                        November 25, 1993).

              10.3      Copy of Registrant's Employee Stock Purchase Plan,
                        amended and restated effective December 14, 1993
                        (incorporated by reference from Exhibit 10.4 on page 21
                        of Report on Form 10-K for fiscal year ended November
                        27, 1994).

              10.4      Copy of Registrant's Management Incentive Plan
                        (incorporated by reference from Exhibit 10.2 on page 17
                        of Report on Form 10-K for fiscal year ended December 3,
                        1995).

              10.5      Copy of Letter Agreement for a special severance benefit
                        program for key executives dated May 15, 1995
                        (incorporated by reference from Exhibit 10.20 on Form 8-
                        K filed with the SEC on October 10, 1995).

              10.6      Copy of Registrant's Affiliation Agreement dated as of
                        May 30, 1990, between Measurex Corporation and
                        Harnischfeger Industries, Inc. (incorporated by
                        reference from Exhibit 4.1 on Form 8-K filed with the
                        SEC on June 12, 1990).

              10.7      Copy of Registrant's Repurchase Agreement dated December
                        29, 1994 (which contains certain amendments to the
                        Affiliation Agreement referred to in Exhibit 10.4)
                        (incorporated by reference from Exhibit 10.6 on page 21
                        of Report on Form 10-K for fiscal year ended November
                        27, 1994).

              10.8      Copy of Registrant's Joint Marketing, Sales and
                        Development Agreement dated May 30, 1990 between
                        Measurex Corporation and Beloit Corporation
                        (incorporated by reference from Exhibit 10.1 on Form 8-K
                        filed with the SEC on June 12, 1990).

              10.9      Copy of Stock Repurchase Agreement and Amendment to
                        Joint Marketing Sales and Development Agreement dated
                        June 22, 1995 among Measurex, Harnischfeger, HIHC and
                        Beloit Corporation (incorporated by reference from
                        Exhibit 2.1 on Form 8-K filed with the SEC on July 6,
                        1995).

             10.10      Copy of Credit Agreement dated as of February 10, 1995
                        among Measurex Corporation, Bank of America National
                        Trust and Savings Association, as Agent, and other
                        financial institutions party hereto (incorporated by
                        reference from Exhibit 10.16 on page 22 of Report on
                        Form 10-K for fiscal year ended November 27, 1994).

                                       11
<PAGE>
 
                             MEASUREX CORPORATION

                   PART  II.  OTHER INFORMATION  (continued)

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K  (CONTINUED)
              ---------------------------------            

        (a)  Exhibits

             10.11      Copy of First Amendment dated June 21, 1995 to Credit
                        Agreement referred to on Exhibit 10.10 (incorporated by
                        reference from Exhibit 10.18 on Form 10-Q for period
                        ended June 4, 1995).

             10.12      Copy of Second Amendment dated October 31, 1995 to
                        Credit Agreement referred to on Exhibit 10.10
                        (incorporated by reference from Exhibit 10.12 on
                        Form 10-K for fiscal year ended December 3, 1995).

             11.0       Computation of Net Income per share of common stock of
                        the Registrant.

             27.0       Financial Data Schedule

             Other exhibits have not been filed because conditions requiring
             filing do not exist.

        (b)  Reports on Form 8-K.

             No report on Form 8-K has been filed during the quarter ended 
             September 1, 1996.

                                       12
<PAGE>
 
                             MEASUREX CORPORATION

                                  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.


                                         Measurex Corporation
                                --------------------------------------
                                              (Registrant)


Date:  October 11, 1996         By: /s/ Robert Mc Adams, Jr.
                                    ----------------------------------
                                    Executive Vice President and Chief
                                    Financial Officer (Principal Financial
                                    and Accounting Officer)

                                       13