<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934

                       For the quarter ended July 4, 1997
                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934

       For the transition period from _________________ to ______________
<TABLE>
<CAPTION>

      Commission File Number: 33-96858-01                        Commission File Number:     33-96858
<S>                                                         <C>
         COMMUNICATIONS & POWER                                        COMMUNICATIONS & POWER
     INDUSTRIES HOLDING CORPORATION                                       INDUSTRIES, INC.

 (Exact name of registrant as specified in its charter)   (Exact name of registrant as specified in its charter)
                        Delaware                                                 Delaware
                (State of Incorporation)                                 (State of Incorporation)
                       77-0407395                                               77-0405693
        (I.R.S. employer identification number)                  (I.R.S. employer identification number)
                     607 Hansen Way                                           607 Hansen Way
            Palo Alto, California 94303-1110                         Palo Alto, California 94303-1110
                     (415) 846-2900                                           (415) 846-2900
  (Address, including zip code, and telephone number,      (Address, including zip code, and telephone number,
     including area code, of registrant's principal           including area code, of registrant's principal
                   executive offices)                                       executive offices)
 Securities registered pursuant to Section 12(b) of the     Securities registered pursuant to Section 12(b) of
                          Act:                                                   the Act:
                          None                                                     None
 Securities registered pursuant to Section 12(g) of the     Securities registered pursuant to Section 12(g) of
                          Act:                                                   the Act:
                          None                                                     None
</TABLE>

Indicate by check mark whether each 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 for each of the Registrant's classes
of Common Stock, as of the latest practicable date: Communications & Power
Industries Holding Corporation: 199,850 shares of Common Stock, $.01 par value,
at July 4, 1997. Communications & Power Industries, Inc.: 1 share of Common
Stock, $.01 par value, at July 4, 1997.




<PAGE>   2
              COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
                                and subsidiaries

                    COMMUNICATIONS & POWER INDUSTRIES, INC.,
                                and subsidiaries
              (A wholly owned subsidiary of Communications & Power
                        Industries Holding Corporation)
<TABLE>
<CAPTION>

PART 1:       FINANCIAL INFORMATION

                    COMMUNICATIONS AND POWER INDUSTRIES, INC.

<S>                                                                                                     <C>
     Consolidated Condensed Balance Sheets, July 4, 1997 (unaudited) and
     September 27, 1996..................................................................................2

     Consolidated Condensed Statements of Operations, 13-week period ended
     July 4, 1997 (unaudited) and 13-week period ended June 28, 1996 (unaudited).........................3

     Consolidated Condensed Statements of Operations, 40-week period ended
     July 4, 1997 (unaudited) and 39-week period ended June 28, 1996 (unaudited).........................4

     Consolidated Condensed Statements of Cash Flows, 40-week period ended
     July 4, 1997 (unaudited) and 39-week period ended June 28, 1996 (unaudited).........................5

     Notes to Consolidated Condensed Financial Statements (unaudited)....................................6

     Management's Discussion and Analysis of Financial Condition and Results of Operations
     (Unaudited)........................................................................................12

             COMMUNICATIONS AND POWER INDUSTRIES HOLDING CORPORATION

     Consolidated Condensed Balance Sheets, July 4, 1997 (unaudited) and
     September 27, 1996..................................................................................7

     Consolidated Condensed Statements of Operations, 13-week period ended
     July 4, 1997 (unaudited) and 13-week period ended June 28, 1996 (unaudited).........................8

     Consolidated Condensed Statements of Operations, 40-week period ended
     July 4, 1997 (unaudited) and 39-week period ended June 28, 1996 (unaudited).........................9

     Consolidated Condensed Statements of Cash Flows, 40-week period ended
     July 4, 1997 (unaudited) and 39-week period ended June 28, 1996 (unaudited)........................10

     Notes to Consolidated Condensed Financial Statements (unaudited)...................................11

     Management's Discussion and Analysis of Financial Condition and Results of Operations
     (Unaudited)........................................................................................12

PART II:      OTHER INFORMATION

     Other Information .................................................................................14

SIGNATURES..............................................................................................15
</TABLE>


                                      -1-
<PAGE>   3

                    COMMUNICATIONS & POWER INDUSTRIES, INC.,
                                and subsidiaries
              (A wholly owned subsidiary of Communications & Power
                        Industries Holding Corporation)


                                INTERIM CONDENSED
                           CONSOLIDATED BALANCE SHEETS 
                           (in thousands - unaudited)
<TABLE>
<CAPTION>
                                                        
                      ASSETS                            
                      ------                      July 4,      September 27,
                                                   1997           1996      
                                                 ---------      ---------
<S>                                              <C>                <C>  
Current Assets                                   
    Cash and cash equivalents                    $   2,234          1,753
    Accounts receivable, net                        47,657         50,380
    Inventories                                     52,471         46,471
    Deferred taxes                                   7,109          7,109
    Other current assets                             1,153          2,133
                                                 ---------      ---------
Total current assets                               110,624        107,846
Property, plant, and equipment, net                 81,560         79,873
Goodwill, net                                       24,410         25,203
Debt issue costs, net                                8,395          9,651
Deferred taxes                                       5,572          5,569
                                                 ---------      ---------
Total assets                                     $ 230,561        228,142
                                                 =========      =========
              LIABILITIES, REDEEMABLE
        PREFERRED STOCK AND EQUITY (DEFICIT)
        ------------------------------------
Current Liabilities
    Revolving credit facility                    $  23,900         17,000
    Accounts payable - trade                         9,267         10,527
    Accrued expenses                                19,999         22,371
    Product warranty                                 4,078          4,327
    Current portion of term loans                    3,950          3,950
    Income taxes payable                             9,456         10,560
    Advance payments from customers                  3,583          4,535
                                                 ---------      ---------
Total current liabilities                           74,233         73,270
Senior term loans                                   31,700         35,650
Senior subordinated notes                          100,000        100,000
                                                 ---------      ---------
Total liabilities                                  205,933        208,920
                                                 ---------      ---------
Senior Redeemable Preferred Stock                   16,847         14,822
                                                 ---------      ---------
Commitments and contingencies
Stockholders' Equity (Deficit):
    Junior Preferred Stock                               1              1
    Common Stock                                         -              -
    Additional paid-in capital                      31,748         30,521
    Accumulated deficit                            (22,883)       (25,080)
    Less stockholder loans                          (1,085)        (1,042)
                                                 ---------      ---------
Net stockholders' equity (deficit)                   7,781          4,400
                                                 ---------      ---------
Total liabilities, redeemable
    preferred stock and equity (deficit)         $ 230,561        228,142
                                                 =========      =========
</TABLE>




                See accompanying notes to the unaudited interim
                  condensed consolidated financial statements.



                                      -2-
<PAGE>   4
                    COMMUNICATIONS & POWER INDUSTRIES, INC.,
                                and subsidiaries
        (A wholly owned subsidiary of Communications & Power Industries
                              Holding Corporation)



                         INTERIM CONDENSED CONSOLIDATED
                            STATEMENTS OF OPERATIONS

                           (in thousands - unaudited)




<TABLE>
<CAPTION>

                                                  13-Week               13-Week
                                               period ended          period ended
                                                 July 4,               June 28,
                                                   1997                  1996
                                               ------------          ------------
<S>                                             <C>                     <C>
Sales                                           $  66,198               62,048

Cost of sales                                      46,754               46,027
                                                ---------              -------
Gross Profit                                       19,444               16,021
                                                ---------              -------
Operating costs and expenses:
  Research and development                          1,941                2,281
  Marketing                                         4,783                4,519
  General and administrative                        3,758                3,616
                                                ---------              -------
Total operating costs and expenses                 10,482               10,416
                                                ---------              -------
Operating income                                    8,962                5,605

Interest expense                                    4,753                4,552
                                                ---------              -------
Earnings before taxes                               4,209                1,053

Income tax expense                                    463                  390
                                                ---------              -------
Net earnings (loss)                                 3,746                  663

Preferred dividends:
  Senior Redeemable Preferred Stock                   643                  561
  Junior Preferred Stock                              429                  374
                                                ---------              -------
Earnings attributable to common stock           $   2,674                 (272)
                                                =========              =======
</TABLE>


           See accompanying notes to the unaudited interim condensed
                       consolidated financial statements.




                                      -3-
 
<PAGE>   5
                    COMMUNICATIONS & POWER INDUSTRIES, INC.,
                                and subsidiaries
        (A wholly owned subsidiary of Communications & Power Industries
                              Holding Corporation)

                         INTERIM CONDENSED CONSOLIDATED
                            STATEMENTS OF OPERATIONS
                           (in thousands - unaudited)

                                                40-Week              39-Week
                                              period ended         period ended
                                                July 4,              June 28,
                                                 1997                  1996
                                              ------------         ------------
Sales                                           $185,389              $188,148
Cost of sales                                    135,316               137,866
                                                --------              --------
Gross Profit                                      50,073                50,282
                                                --------              --------
Operating costs and expenses:
  Research and development                         5,665                 5,981
  Marketing                                       14,871                14,252
  General and administrative                       9,313                10,163
                                                --------              --------
Total operating costs and expenses                29,849                30,396
                                                --------              --------
Operating income                                  20,224                19,886
Interest expense                                  14,245                14,172
                                                --------              --------
Earnings before taxes                              5,979                 5,714
Income tax expense                                   658                 2,115
                                                --------              --------
Net earnings (loss)                                5,321                 3,599
Preferred dividends:
  Senior Redeemable Preferred Stock                1,864                 1,568
  Junior Preferred Stock                           1,243                 1,046
                                                --------              --------
Earnings attributable to common stock           $  2,214              $    985
                                                ========              ========

           See accompanying notes to the unaudited interim condensed
                       consolidated financial statements.


                                      -4-

<PAGE>   6
                    COMMUNICATIONS & POWER INDUSTRIES, INC.,
                                and subsidiaries
              (A wholly owned subsidiary of Communications & Power
                        Industries Holding Corporation)

                            STATEMENTS OF CASH FLOWS
                           (in thousands - unaudited)
<TABLE>
<CAPTION>
                                                                    40-Week      39-Week
                                                                  period ended period ended
                                                                     July 4,     June 28,
                                                                      1997        1996
                                                                    -------      -------
<S>                                                                 <C>           <C>   
OPERATING ACTIVITIES
      Net cash provided by (used in) operating activities           $ 5,677       10,334
                                                                    -------      -------
INVESTING ACTIVITIES
      Purchase of property, plant and equipment, net                 (7,937)      (8,422)
      (Increase) decrease in other non current assets                     -          (73)
                                                                    -------      -------
      Net cash used in investing activities                          (7,937)      (8,495)
                                                                    -------      -------
FINANCING ACTIVITIES
      Net (Repayments)/Proceeds from debt issue costs                  (193)        (280)
      Net (Repayments)/Proceeds from stockholder loans                    -           25
      Net (Repayments)/Proceeds from  revolving credit facility       6,900       (6,800)
      Net (Repayments)/Proceeds from senior term loans               (3,950)           -
      Net (Repayments)/Proceeds from treasury stock                     (15)           -
                                                                    -------      -------
      Net cash provided by (used in) financing activities             2,742       (7,055)
                                                                    -------      -------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS                                            482       (5,216)
Cash and cash equivalents at beginning of period                      1,753        8,267
                                                                    -------      -------
Cash and cash equivalents at end of period                          $ 2,235        3,051
                                                                    =======      =======
</TABLE>


                See accompanying notes to the unaudited interim
                  condensed consolidated financial statements.





                                      -5-
<PAGE>   7

                    COMMUNICATIONS & POWER INDUSTRIES, INC.,
                                and subsidiaries
              (A wholly owned subsidiary of Communications & Power
                        Industries Holding Corporation)

                      NOTES TO UNAUDITED INTERIM CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

The accompanying unaudited interim condensed consolidated financial statements
of Communications & Power Industries, Inc. ("CPI" or "Successor") have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and note disclosures normally included in annual
financial statements have been condensed or omitted and, accordingly, these
financial statements should be read in conjunction with the financial statements
and the notes thereto contained in CPI's September 27, 1996 Annual Report on
Form 10-K. Management believes that these unaudited interim condensed financial
statements contain all adjustments, all of which are of a normal, recurring
nature, necessary to a fair statement of the results for the interim period
presented.

During the quarter ended July 4, 1997, CPI paid preferred dividends on its
Senior Redeemable Preferred Stock and its Junior Preferred Stock through the
issuance of 6,429 additional shares of its Senior Redeemable Preferred Stock and
4,286 shares of its Junior Preferred Stock, respectively. During the three
quarters ended July 4, 1997, the Company paid preferred dividends through the
issuance of 18,643 shares of its Senior Redeemable Preferred Stock and 12,428
shares of its Junior Preferred Stock.







                                      -6-
<PAGE>   8
              COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
                                and subsidiaries

                                INTERIM CONDENSED
                           CONSOLIDATED BALANCE SHEETS
                           (in thousands - unaudited)
<TABLE>
<CAPTION>
                                                        
                      ASSETS                                  July 4,     September 27,
                      ------                                   1997           1996       
                                                             ---------      ---------
<S>                                                          <C>                <C>  
Current Assets
    Cash and cash equivalents                                $   2,234      $   1,753
    Accounts receivable, net                                    47,657         50,380
    Inventories                                                 52,471         46,471
    Deferred taxes                                               7,109          7,109
    Other current assets                                         1,153          2,133
                                                             ---------      ---------
Total current assets                                           110,624        107,846
Property, plant, and equipment, net                             81,560         79,873
Goodwill, net                                                   24,410         25,203
Debt issue costs, net                                            8,395          9,651
Deferred taxes                                                   5,572          5,569
                                                             =========      =========
Total assets                                                 $ 230,561      $ 228,142
                                                             =========      =========
LIABILITIES, REDEEMABLE PREFERRED STOCK,
PREFERRED STOCK OF SUBSIDIARY AND EQUITY (DEFICIT)
--------------------------------------------------
Current Liabilities
    Revolving credit facility                                $  23,900      $  17,000
    Accounts payable - trade                                     9,267         10,527
    Accrued expenses                                            19,999         22,371
    Product warranty                                             4,078          4,327
    Current portion of term loans                                3,950          3,950
    Income taxes payable                                         9,456         10,560
    Advance payments from customers                              3,583          4,535
                                                                            ---------
Total current liabilities                                       74,233         73,270
Senior term loans                                               31,700         35,650
Senior subordinated notes                                      100,000        100,000
                                                             ---------      ---------
Total liabilities                                              205,933        208,920
                                                             ---------      ---------
Senior Redeemable Preferred Stock of Subsidiary                 16,847         14,822
                                                             ---------      ---------
Junior Preferred Stock of Subsidiary                            12,021         10,779
                                                             ---------      ---------
Commitments and contingencies
Stockholders' Equity (Deficit):
    Common Stock                                                     2              2
       Issued - 200,000 shares
    Less Treasury Stock                                              -              -
       150 shares
    Additional paid-in capital                                  19,726         19,741
    Accumulated deficit                                        (22,883)       (25,080)
    Less stockholder loans                                      (1,085)        (1,042)
                                                             ---------      ---------
Net stockholders' equity (deficit)                              (4,240)        (6,379)
                                                             ---------      ---------
Total liabilities, redeemable preferred stock, preferred
    stock of subsidiary and equity (deficit)                 $ 230,561      $ 228,142
                                                             =========      =========
</TABLE>



                See accompanying notes to the unaudited interim
                  condensed consolidated financial statements.

                                      -7-
<PAGE>   9
             COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
                                and subsidiaries

                         INTERIM CONDENSED CONSOLIDATED
                            STATEMENTS OF OPERATIONS
                           (in thousands - unaudited)


<TABLE>
<CAPTION>
                                                    13-Week         13-Week
                                                 period ended    period ended
                                                    July 4,        June 28,
                                                     1997            1996
                                                  ----------      --------- 
  <S>                                             <C>             <C>
  Sales                                           $   66,198      $  62,048

  Cost of sales                                       46,754         46,027
                                                  ----------      --------- 
  Gross Profit                                        19,444         16,021
                                                  ----------      --------- 
  Operating costs and expenses:

    Research and development                           1,941          2,281

    Marketing                                          4,783          4,519

    General and administrative                         3,758          3,616
                                                  ----------      --------- 
  Total operating costs and expenses                  10,482         10,416
                                                  ----------      --------- 
  Operating income                                     8,962          5,605

  Interest expense                                     4,753          4,552
                                                  ----------      --------- 
  Earnings before taxes                                4,209          1,053

  Income tax expense                                     463            390
                                                  ----------      --------- 
  Net earnings (loss)                                  3,746            663

  Preferred dividends:

    Senior Redeemable Preferred Stock                    643            561

    Junior Preferred Stock                               429            374
                                                  ----------      --------- 
  Earnings attributable to common stock           $    2,674      $    (272)
                                                  ==========      =========
</TABLE>


                    See accompanying notes to the unaudited
              interim condensed consolidated financial statements.




                                     - 8 -
<PAGE>   10
             COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
                                and subsidiaries

                         INTERIM CONDENSED CONSOLIDATED
                            STATEMENTS OF OPERATIONS
                           (in thousands - unaudited)


<TABLE>
<CAPTION>
                                                    40-Week         40-Week
                                                 period ended    period ended
                                                    July 4,        June 28,
                                                     1997            1996
                                                  ----------      --------- 
  <S>                                             <C>             <C>
  Sales                                           $  185,389      $ 188,148

  Cost of sales                                      135,316        137,866
                                                  ----------      --------- 
  Gross Profit                                        50,073         50,282
                                                  ----------      --------- 
  Operating costs and expenses:

    Research and development                           5,665          5,981

    Marketing                                         14,871         14,252

    General and administrative                         9,313         10,163
                                                  ----------      --------- 
  Total operating costs and expenses                  29,849         30,396
                                                  ----------      --------- 
  Operating income                                    20,224         19,886

  Interest expense                                    14,245         14,172
                                                  ----------      --------- 
  Earnings before taxes                                5,979          5,714

  Income tax expense                                     658          2,115
                                                  ----------      --------- 
  Net earnings (loss)                                  5,321          3,599

  Preferred dividends:

    Senior Redeemable Preferred Stock                  1,864          1,568

    Junior Preferred Stock                             1,243          1,046
                                                  ----------      --------- 
  Earnings attributable to common stock           $    2,214      $     985 
                                                  ==========      =========
</TABLE>


                    See accompanying notes to the unaudited
              interim condensed consolidated financial statements.




                                     - 9 -
<PAGE>   11
              COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
                                and subsidiaries

                            STATEMENTS OF CASH FLOWS
                           (in thousands - unaudited)
<TABLE>
<CAPTION>
                                                                   40-Week       39-Week
                                                                 period ended  period ended
                                                                    July 4      June 28,
                                                                     1997        1996
                                                                   -------      -------
<S>                                                                <C>           <C>   
OPERATING ACTIVITIES
      Net cash provided by (used in) operating activities          $ 5,677      $10,334
                                                                   -------      -------
INVESTING ACTIVITIES
      Purchase of property, plant and equipment, net                (7,937)      (8,422)
      (Increase) decrease in other non current assets                    -          (73)
                                                                   -------      -------
      Net cash used in investing activities                         (7,937)      (8,495)
                                                                   -------      -------
FINANCING ACTIVITIES
      Net (Repayments)/Proceeds from debt issue costs                 (193)        (280)
      Net (Repayments)/Proceeds from stockholder loans                   -           25
      Net (Repayments)/Proceeds from revolving credit facility       6,900       (6,800)
      Net (Repayments)/Proceeds from senior term loans              (3,950)           -
      Net (Repayments)/Proceeds from treasury stock                    (15)           -
                                                                   -------      -------
      Net cash provided by (used in) financing activities            2,742       (7,055)
                                                                   -------      -------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS                                           482       (5,216)
Cash and cash equivalents at beginning of period                     1,753        8,267
                                                                   =======      =======
Cash and cash equivalents at end of period                         $ 2,235      $ 3,051
                                                                   =======      =======
</TABLE>



                See accompanying notes to the unaudited interim
                  condensed consolidated financial statements.



                                      -10-
<PAGE>   12

              COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
                                and subsidiaries


                      NOTES TO UNAUDITED INTERIM CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

The accompanying unaudited interim condensed consolidated financial statements
of Communications & Power Industries Holding Corporation ("Holding") have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and note disclosures normally included in annual
financial statements have been condensed or omitted and, accordingly, these
financial statements should be read in conjunction with the financial statements
and the notes thereto contained in the Holding's September 27, 1996 Annual
Report on Form 10-K. Management believes that these unaudited interim condensed
financial statements contain all adjustments, all of which are of a normal,
recurring nature, necessary to a fair statement of the results for the interim
period presented.

During the quarter ended July 4, 1997, CPI paid preferred dividends on its
Senior Redeemable Preferred Stock and its Junior Preferred Stock through the
issuance of 6,429 additional shares of its Senior Redeemable Preferred Stock and
4,286 shares of its Junior Preferred Stock, respectively. During the three
quarters ended July 4, 1997, CPI paid preferred dividends through the issuance
of 18,643 shares of its Senior Redeemable Preferred Stock and 12,428 shares of
its Junior Preferred Stock.



                                      -11-
<PAGE>   13
              COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
                                and subsidiaries

                    COMMUNICATIONS & POWER INDUSTRIES, INC.,
                                and subsidiaries
              (A wholly owned subsidiary of Communications & Power
                        Industries Holding Corporation)


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

Orders during the third quarter of Fiscal 1997 were $74.1 million as compared to
$61.5 for the third quarter of Fiscal 1996, an increase of 20.4%. Orders during
the first nine months of Fiscal 1997 were $215.8 million as compared to $198.3
million over the comparable period in the prior fiscal year, a growth rate of
8.8%. However, incoming order levels fluctuate significantly on a quarterly
basis and a particular quarter's order rate may not be indicative of future
order levels. In addition, the Company's sales are highly dependent upon
manufacturing scheduling, performance and shipments and, accordingly, it is not
possible to accurately predict when these orders will be recognized as sales.

As of July 4, 1997, the Company had an order backlog of $180.9 million,
representing over eight months of sales compared to order backlog of $153.4
million as of June 28, 1996.

Sales for the third quarter of Fiscal 1997 were $66.2 million compared to $62.0
million for the third quarter of Fiscal 1996, an increase of 6.7%. Compared to
the first and second quarters of Fiscal 1997 with revenues of $55.3 million and
$63.9 million, respectively, the third quarter reflects the Company's
anticipated recovery from shipping delays tied to consolidation efforts that
were completed earlier in the year. Although improvements have been made, the
Company has continued to experience below expected performance levels on the
product lines moved from Salt Lake City, Utah to San Carlos, California
primarily due to poor tooling quality and parts shortages by outside vendors
that are struggling to meet the higher volume level. Sales for the first nine
months of Fiscal 1997 were $185.4 million, a decrease of $2.8 million, or 1.5%,
below the comparable period in the prior fiscal year, due to the impact that the
relocation of facilities had on the beginning of the 1997 fiscal year.

In terms of markets, lower sales for the first nine months of Fiscal 1997
compared to Fiscal 1996 were due to lower sales in the electronic
countermeasures and industrial markets of $5.4 million and $2.0 million,
respectively, partially offset by higher sales in each of the Company's other
markets. Sales were down in electronic countermeasures due to product
development delays in a new transmitter application and in the industrial market
due to the timing of customer defined delivery schedules. Sales in the
communications market were up $2.2 million, or 2.5%, reflecting the impact of
new product releases. Radar sales were up $1.7 million, or 3.0%, as a result of
strong order receipts for spares and upgrades from both OEM's and government
agency end users. Medical and scientific sales increased by $.3 million, or
2.8%, and $.4 million, or 14.8%, respectively.

Gross profit increased to $19.4 million, or 29.4% of sales, in the third quarter
of Fiscal 1997 from $16.0 million, or 25.8% of sales, in the third quarter of
Fiscal 1996 based on higher volume and improvements resulting from consolidation
efforts. This third quarter improvement helped to offset lower margins
experienced in the first and second quarters so that gross profit for the first
nine months of Fiscal 1997 improved to 27.0% of sales compared to 26.7% of sales
in the first nine months of Fiscal 1996, despite an increase in depreciation
expense of $1.2 million, or .6% of sales. As stated above, improvements have
been made in sales volume and, therefore, in gross profit performance, but gross
margins have continued to be impacted by poor production uniformity in the
Company's San Carlos facility.


                                      -12-
<PAGE>   14
              COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
                                and subsidiaries

                    COMMUNICATIONS & POWER INDUSTRIES, INC.,
                                and subsidiaries
              (A wholly owned subsidiary of Communications & Power
                        Industries Holding Corporation)


Operating income was $9.0 million, or 13.5% of sales, for the third quarter of
Fiscal 1997, as compared to $5.6 million, or 9.0% of sales, for the third
quarter of Fiscal 1996. Operating income was $20.2 million, or 10.9% of sales,
for the first nine months of Fiscal 1997, as compared to $19.9 million, or 10.6%
of sales, for the first nine months of Fiscal 1996. In addition to the
improvements resulting from the completion of the Company's consolidation
efforts, operating income was positively affected by slightly lower operating
costs and expenses primarily related to lower management incentive accruals.

Earnings before interest, income taxes, depreciation and amortization ("EBITDA")
for the third quarter of Fiscal 1997 was $11.4 million, or 17.2% of sales,
compared to $7.6 million, or 12.2% of sales, for the third quarter of Fiscal
1996. This improvement was, as mentioned above, related to the completion of
consolidation efforts that were initially started in the third quarter of Fiscal
1996. EBITDA for the first nine months of Fiscal 1997 was $27.3 million, or
14.7% of sales, compared to $27.3 million (excluding a $1.7 million charge for
the write-up of inventory), or 14.5% of sales, for the first nine months of
Fiscal 1996.



LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities for the first nine months of Fiscal 1997
was $5.7 million, a decrease of $4.7 million from the $10.3 million provided by
operating activities during the first nine months of Fiscal 1996. This decrease
in cash flow reflects the impact of strong shipments late in the third quarter
of Fiscal 1997 resulting in an increase in receivables. Advanced payments from
customers were also $4.1 million less in the first nine months of Fiscal 1997
compared to the nine months of Fiscal 1996 due to the nature of the programs
being worked on during the two time periods.

Cash flow from investing activities was comprised principally of capital
expenditures for property and equipment, which amounted to $7.9 million for the
first nine months of Fiscal 1997 as compared to $8.4 million for the first nine
months of Fiscal 1996. These investing activities, partially offset by cash
provided by operations, required $3.0 million of net proceeds from the Company's
senior credit agreement.

As of July 4, 1997, the Company had working capital of approximately $36.4
million, an increase of $1.8 million, or 5.2%, from September 27, 1996. The
increase in working capital was substantially attributable to higher levels of
inventory required to support recent increases in backlog.

The Company's current primary source of liquidity, other than funds generated
from operations, is the $35.0 million revolving credit facility provided under
its senior credit agreement (of which $5.6 million was available as of August 1,
1997). Management believes that the Company will have adequate capital resources
and liquidity (including cash flow from operations and borrowing under its
revolving credit facility) to meet its obligations, fund all required capital
expenditures and pursue its business strategy for the foreseeable future and, in
any event, for the next 12 months.

                                      -13-
<PAGE>   15
              COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
                                and subsidiaries

                    COMMUNICATIONS & POWER INDUSTRIES, INC.,
                                and subsidiaries
              (A wholly owned subsidiary of Communications & Power
                        Industries Holding Corporation)


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.

None.

ITEM 5.  OTHER INFORMATION.

None.

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

(a) The following exhibits are being filed as part of this report:

    27.1       Financial Data Schedule (Communications & Power Industries,
               Holding Corporation)

    27.2       Financial Data Schedule (Communications & Power Industries, 
               INC.) 

(b) Reports on Form 8-K:

No reports were filed on Form 8-K during the quarter ended July 4, 1997.





                                      -14-
<PAGE>   16

                                   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.

                 COMMUNICATIONS & POWER INDUSTRIES, INC.

                 By:  /s/ Al D. Wilunowski
                      --------------------------------------
                                 Al D. Wilunowski
                       Chief Executive Officer and President
                              Date:  August 15, 1997

                 By:  /s/ Lynn E. Harvey
                      --------------------------------------
                                 Lynn E. Harvey
                      Chief Financial Officer, Treasurer and 
                        Secretary (Principal Financial and
                              Accounting Officer)
                             Date:  August 15, 1997


                                      -15-
<PAGE>   17
                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
   EXHIBIT
   NUMBER                            EXHIBITS
   -------                           ---------

   <S>         <C>
    27.1       Financial Data Schedule (Communications & Power Industries
               Holding Corporation)

    27.2       Financial Data Schedule (Communications & Power Industries,
               Inc.) 
</TABLE>