UNITED STATES
                       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 quarterly  period ended  December 28, 1996
         or

[ ]      Transition report  pursuant  to  Section  13 or 15(d) of the Securities
         Exchange Act of 1934 for the transition period from         to        .
                                                             -------    -------


                         Commission file number 0-17885
                   B E I    E L E C T R O N I C S,    I N C.
                   ----------------------------------------
             (Exact name of Registrant as specified in its charter)



              Delaware                                   71-0455756
------------------------------------        -----------------------------------
      (State of incorporation)              (I.R.S. Employer Identification No.)



                           One Post Street, Suite 2500
                         San Francisco, California 94104
                         -------------------------------
                    (Address of principal executive offices)

                                 (415) 956-4477
                                 --------------
                         (Registrant's telephone number)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                               Yes X    No
                                  ---      ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

     Common Stock: $.001 Par Value, 7,041,009 shares as of January 14, 1997







                                                                    Page 1 of 13

<PAGE>

BEI ELECTRONICS , INC. AND SUBSIDIARIES

INDEX



PART 1.  FINANCIAL INFORMATION                                              PAGE

Item 1.  Financial Statements

           Condensed Consolidated Balance Sheets--December 28, 1996 and       3
           September 28, 1996

           Condensed Consolidated Statements of Operations--Quarter ended     4
           December 28, 1996 and December 30, 1995

           Condensed Consolidated Statements of Cash Flows--Quarter ended     5
           December 28, 1996 and December 30, 1995

           Notes to Condensed Consolidated Financial Statements--             6
           December 28, 1996

Item 2.  Management's Discussion and Analysis of Financial Condition          9
         and Results of Operations

PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                    12

          (a)  Exhibits

                27.1     Financial Data Schedule


          (b)  Reports on Form 8-K

               No  reports  on Form 8-K  were  filed by the
               Company  during the quarter  ended  December
               28, 1996.

         SIGNATURES                                                          13


                                                                    Page 2 of 13

<PAGE>

BEI ELECTRONICS, INC. AND SUBSIDIARIES

<TABLE>
PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                                    December 28,    September 28,
                                                                        1996            1996
                                                                    (Unaudited)        (Note)
                                                                      (dollars in thousands)
------------------------------------------------------------------  -----------------------------
<S>                                                                 <C>             <C>     
ASSETS
Cash and cash equivalents                                           $ 11,379        $ 17,329
Trade receivables, net                                                18,617          18,945
Inventories, net -- Note B                                            23,481          22,911
Other current assets                                                   5,499           5,480
Current assets of Hydra 70 Rocket line of business, net -- Note C      1,180           4,360
                                                                    --------        --------
      Total current assets                                            60,156          69,025

Property, plant and equipment, net                                    23,700          23,305
Acquired technology -- Note E                                          6,698           6,939
Goodwill                                                               4,468           4,542
Other assets, net                                                      9,275           9,571
Non-current assets of Hydra 70 Rocket line of business --Note C        1,569           1,629
                                                                    --------        --------
                                                                    $105,866        $115,011
                                                                    ========        ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Trade accounts payable                                              $  7,181        $  6,672
Accrued expenses and other liabilities                                14,572          15,163
Current portion of long-term debt                                      5,810           5,809
Current liabilities of Hydra 70 Rocket line of business -- Note C      1,387           3,279
                                                                    --------        --------
      Total current liabilities                                       28,950          30,923

Long-term debt, less current portion                                  18,712          24,348
Deferred income taxes and other liabilities                            2,058           2,250
Minority interest in consolidated subsidiary                           1,544           1,518
Stockholders' equity less treasury stock                              54,602          55,972
                                                                    --------        --------
                                                                    $105,866        $115,011
                                                                    ========        ========
<FN>

See notes to condensed consolidated financial statements.

Note: The balance sheet at September 28, 1996  has been derived from the audited 
consolidated balance sheet at that date.
</FN>
</TABLE>


                                                                    Page 3 of 13

<PAGE>

BEI ELECTRONICS, INC. AND SUBSIDIARIES

<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

<CAPTION>

                                                                        Quarter Ended
                                                       -----------------------------------------------
                                                             December 28,                 December 30,
                                                                1996                          1995
                                                       (dollars in thousands except per share amounts)
----------------------------------------------------  ------------------------------------------------

<S>                                                               <C>                          <C>    
Net sales                                                         $27,081                      $34,666
Cost of sales                                                      17,087                       24,547
                                                       ------------------            -----------------
                                                                    9,994                       10,119

Selling, general and administrative expenses                        9,462                        7,813
Research, development and related expenses                          1,328                        1,220
                                                       ------------------            -----------------

Income (loss) from operations                                        (796)                       1,086

Interest expense                                                      496                          647
Other income                                                          200                          112
                                                       ------------------            -----------------

Income (loss) before income taxes                                  (1,092)                         551
Provision (benefit) for income taxes                                 (381)                         198
                                                       ------------------            -----------------

Net income (loss)                                                   $(711)                        $353
                                                       ==================            =================

Earnings (loss) per common share and common share
equivalents -- Note D                                              $(0.10)                       $0.05
                                                       ==================            =================


Weighted average shares outstanding                                 6,997                        7,074
                                                       ==================            =================


Dividends per common share                                          $0.02                        $0.02
                                                       ==================            =================


<FN>

See notes to condensed consolidated financial statements.
</FN>
</TABLE>


                                                                    Page 4 of 13

<PAGE>

BEI ELECTRONICS, INC. AND SUBSIDIARIES

<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

<CAPTION>

                                                                  Quarter Ended
                                                          ------------------------------
                                                          December 28,      December 30,
                                                            1996                 1995
                                                               (dollars in thousands)
--------------------------------------------------------  -------------------------------

<S>                                                           <C>            <C>     
Net cash provided (used) by operating activities              $1,976         $ (2,908)

Cash flows from investing activities:
         Purchases of property, plant and
           equipment                                          (1,511)            (970)
         Increase in other assets                                (89)             (11)
                                                          ----------       ----------

                 Net cash used in investing activities        (1,600)            (981)

Cash flows from financing activities:
         Payments on long-term debt                           (5,606)             (40)
         Proceeds from issuance of common stock                  168               62
         Purchase of treasury stock                             (748)              --
         Payment of cash dividends                              (140)            (138)
                                                          ----------       ----------

                 Net cash used in financing activities        (6,326)            (116)
                                                          ----------       ----------

Net decrease in cash and cash equivalents                     (5,950)          (4,005)

Cash and cash equivalents at beginning of period              17,329           11,690
                                                          ----------       ----------

Cash and cash equivalents at end of period                   $11,379           $7,685
                                                          ==========       ==========

<FN>

See notes to condensed consolidated financial statements.
</FN>
</TABLE>


                                                                    Page 5 of 13

<PAGE>



BEI ELECTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

December 28, 1996

NOTE A -- BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been  included.  Operating  results for the interim  periods  presented  are not
necessarily  indicative  of the results that may be expected for the year ending
September 27, 1997. For further information, refer to the consolidated financial
statements and footnotes thereto in the Company's annual report on Form 10-K for
the year ended September 28, 1996.



NOTE B--INVENTORIES

                                                     December 28,  September 28,
                                                         1996         1996
                                                       (dollars in thousands)
----------------------------------------------------- --------------------------

Finished products                                      $  1,980      $  1,405
Work in process                                           7,730         6,803
Materials                                                13,126        11,660
Costs incurred under long-term contracts,
   including U.S. Government contracts                    2,581         3,840
Unapplied progress payments                                (860)         (451)
                                                       --------      --------

                                                       $ 24,557      $ 23,257
Inventories included in current assets of Hydra 70
Rocket line of business, net of progress payments of
$860 and $451                                             1,076           346
                                                       --------      --------
Net inventories                                        $ 23,481      $ 22,911
                                                       ========      ========



NOTE C -- HYDRA 70 ROCKET CONTRACT

In September  1995,  management of the Company  reached the decision to exit the
rocket manufacturing line of business which made up a substantial portion of the
Defense Systems segment.  The principal product comprising this line of business
was  the  HYDRA  70 (H  70)  Rocket.  For  further  information,  see  Note C to
Consolidated Financial Statements for the fiscal year ended September 28, 1996.


                                                                    Page 6 of 13

<PAGE>

During  the  fiscal  year  ended  September  28, 1996, the  Company  accrued  an
additional  $700,000 to provide  for shut down costs such as employee  severance
and  facilities  closure and took a charge of  $313,000 to reflect  management's
estimate of the fair market value of the H 70 facility  based on current  market
conditions.  The Defense Systems segment was shut down at the end of FY 1996 and
remaining  sales of non-H 70  products  are now  classified  with the  Sensors &
Systems segment.



<TABLE>
NOTE D--EARNINGS PER COMMON SHARE AND COMMON SHARE
EQUIVALENTS

<CAPTION>

                                                              Quarter Ended
                                           ------------------------------------------------
                                                  December 28,          December 30,
                                                      1996                  1995
                                            (dollars in thousands except per share amounts)
-------------------------------------------------------------------------------------------

<S>                                                  <C>                  <C>  
Weighted average shares outstanding                   6,997                6,831

Net effect of dilutive stock options
   based on the treasury stock method                    *                   243
                                                     ------               ------

Total weighted average shares outstanding             6,997                7,074
                                                     ======               ======

Net income (loss)                                    $ (711)              $  353
                                                     ======               ======

Earnings (loss) per common share and
common share equivalents                             $(0.10)              $ 0.05
                                                     ======               ======
</TABLE>



Earnings per common share and common share  equivalents are computed by dividing
net income by the weighted  average  number of shares of common stock and common
stock equivalents outstanding during the period.

*Loss per common share is based on the weighted  average number of common shares
only, as any assumption of conversion of options would be antidilutive.



NOTE E--CONTINGENCIES AND LITIGATION

BEI Systron Donner Company vs. General Precision Industries, Inc., et al.

In early  January 1997,  BEI and the former  shareholders  of General  Precision
Industries,  Inc. (GPI) reached a confidential  settlement of the last remaining
issues of the dispute that had been in arbitration

                                                                    Page 7 of 13

<PAGE>

since 1992. Following the November 1996 ruling by the arbitration panel that GPI
may be due  costs  and  expenses,  the  parties  agreed  in their  January  1997
settlement on a final  payment to fully  resolve the dispute.  The impact of the
settlement  and related legal expenses in the first quarter of 1997 was an after
tax charge of  approximately  $1.1  million.  The  settlement  and all remaining
amounts  accrued for GPI under prior rulings by the panel,  including  royalties
for 1993 through 1996, were paid in the second quarter of FY 1997.

CooperSurgical, Inc. vs. BEI Medical Systems Company, Inc. et al.

In October 1993,  CooperSurgical,  Inc., a subsidiary  of The Cooper  Companies,
filed a claim for unspecified damages alleging unfair competition due to actions
by BEI Medical Systems and its president  Richard  Turner,  a former employee of
The Cooper Companies, and others. On May 16, 1994, the Chancery Division for the
Superior Court of New Jersey granted a partial summary  judgment in favor of the
plaintiff and issued an injunction against the defendants  restraining them from
selling  certain  products  until June 20, 1996. In September  1994, BEI Medical
Systems  filed a motion to vacate the May 16, 1994 order.  On November 28, 1994,
the Court vacated the restraint  order.  On October 16, 1995 the Court clarified
that the partial  summary  judgment of its May 16, 1994 order remains in effect.
On January 31, 1996,  the Court  issued a ruling which  affirmed the legal basis
for  BEI  Medical   Systems  to  assert  a  counterclaim   for  damages  against
CooperSurgical regarding the parties' electrosurgical generator contract.

In June 1996, more than one year after fact and expert  discovery  closed in May
1995,  CooperSurgical's  counsel sent to BEI's  counsel a letter  purporting  to
supplement CooperSurgical's previous responses to interrogatories. The June 1996
letter indicated that CooperSurgical's  damages for one particular aspect of the
claim  were  between  $24 and $50  million  with  respect  to a claim  for which
CooperSurgical's  experts had previously  estimated damages of $3.4 million. BEI
will vigorously  oppose any  CooperSurgical  attempt  whatsoever to introduce at
trial  any  evidence  of a damage  claim  based  upon its June,  1996  purported
supplement.

Management has vigorously  defended its rights in this action and believes after
discussion with legal counsel that the CooperSurgical claims are exaggerated. In
1995  expert  witnesses  for  BEI  prepared  a  formal  response  to the  damage
computations  CooperSurgical previously submitted.  BEI's experts stated that if
CooperSurgical  were  entitled to damages,  those  damages would total less than
$100,000,  and would be more than offset by BEI Medical  Systems'  counterclaims
against   CooperSurgical,   if  BEI  Medical  Systems  were  successful  in  its
counterclaims.  Several  trial  dates  were set during  1996,  all of which were
postponed by the court due in part to the illness and  subsequent  retirement of
the then-presiding  judge. The trial is currently  scheduled for June 1997. BEI,
after  consultation  with counsel,  believes that the additional  damage figures
stated in the June 1996 letter  from  CooperSurgical's  counsel  are  unfounded.
While the outcome of this matter cannot be  determined at this time,  management
believes,  taking known factors into account and after  consultation  with legal
counsel,  that this matter will not result in a material  adverse  impact on the
financial position of the Company.

Other

The Company has pending  various legal  actions  arising in the normal course of
business.  None of these legal actions is expected to have a material  effect on
the Company's operating results or financial condition.

                                                                    Page 8 of 13

<PAGE>

Item 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

Except for the historical information contained herein, the following discussion
contains forward-looking statements that involve risks  and  uncertainties.  The
Company's  actual results could differ  materially  from those  discussed  here.
Factors that could cause or contribute to such differences  include, but are not
limited to, those discussed in this section.

The following table sets forth, for the fiscal periods indicated, the percentage
of  net  sales   represented  by  certain  items  in  the  Company's   Condensed
Consolidated Statements of Operations.



                                                             Quarter Ended
                                                     ---------------------------
                                                     December 28,   December 30,
                                                        1996           1995
--------------------------------------------------------------------------------

Net sales                                              100.0%         100.0%
Cost of sales                                           63.1           70.8
                                                       -----          -----
Gross profit                                            36.9           29.2
Operating expenses
  Selling, general and administrative expenses          34.9           22.5
  Research, development and related expenses             4.9            3.5
                                                       -----          -----
Income (loss) from operations                           (2.9)           3.2

Interest expense                                         1.8            1.9
Other income                                             0.7            0.3
                                                       -----          -----
Income (loss) before income taxes                       (4.0)           1.6
Provision for income taxes (credit)                     (1.4)           0.6
                                                       -----          -----
Net income (loss)                                       (2.6)%          1.0%
                                                       =====          =====


Quarters ended December 28, 1996 and December 30, 1995

Net  sales for the first  quarter  of fiscal  1997,  ended  December  28,  1996,
decreased $7.6 million or 21.9% from the same period in fiscal 1996.

The  Defense  Systems  segment,  which  was  primarily  a Hydra 70 Rocket (H 70)
business,  shut  down its major  product  line at the end of  fiscal  1996.  The
segment's  sales declined from $10.2 million in the first quarter of fiscal 1996
to zero in the  current  quarter of fiscal  1997.  H 70 sales  represented  $8.9
million  of the  decline.  The  remaining  sales of non-H 70  products  were not
significantly  changed from the comparable period in 1996 and are now classified
with the Sensors & Systems segment.

Sensors & Systems  segment  sales volume  increased  $0.9 million or 3.7% in the
first  quarter  of 1997  from the first  quarter  of 1996.  The  sales  increase
reflects an improvement in commercial sales,  specifically in the industrial and
automotive markets. This was offset, in part, by declines in sales to

                                                                    Page 9 of 13

<PAGE>

government customers.

Consolidated  cost of sales as a percentage of net sales in the first quarter of
fiscal  1997  decreased  10.9% to 63.1% from 70.8% in the  comparable  period of
fiscal  1996,  primarily  due to the  closure of the major  product  line in the
Defense Systems segment which  eliminated the segment's sales and  corresponding
cost of sales  during  the first  quarter of 1997 (see the  discussion  of sales
above).  In the first quarter of fiscal 1996,  the cost of sales  percentage for
the Defense Systems segment represented 36.6% of total cost of sales. Therefore,
the product mix in cost of sales shifted significantly from government customers
with a lower gross margin to commercial  products in the first quarter of fiscal
1997. Medical Systems segment cost of sales declined as a percentage of sales on
increased  volume.  Sensors & Systems  segment cost of sales as a percentage  of
sales  increased  slightly due to higher sales of lower  margin  products  being
produced in volume for the first time for automotive applications.

Selling,  general  and  administrative  expenses  as a  percentage  of net sales
increased in the first  quarter of fiscal 1997 versus the  comparable  period of
fiscal  1996,  due to the  impact  of the  settlement  and other  related  costs
associated  with the  resolution  of the  arbitration  with  GPI  (see  Notes to
Condensed   Consolidated   Financial   Statements,   Note  E--Contingencies  and
Litigation).

Research,  development and related expenses as a percentage of net sales for the
first quarter of fiscal 1997 increased  versus the  comparable  period of fiscal
1996 due to  increased  spending  in both the  Medical  Systems  segment and the
Sensors & Systems segment.

Liquidity and Capital Resources

During the first quarter of fiscal 1997,  total cash provided by operations  was
$2.0 million,  and was affected by the net loss of $0.7 million and the positive
impact of  non-cash  charges to income  from  depreciation  of $1.1  million and
amortization of $0.8 million.  Cash generated from operating activities included
receivables  collections  of $4.2 million.  Inventory  purchases of $1.7 million
were partly offset by reductions in progress payments on government contracts of
$0.4 million resulting in a net cash outflow of $1.3 million. Trade payables and
accrued expenses decreased cash by a net $2.1 million,  including the payment of
$3.8 million of amounts accrued in fiscal 1996 due to the GPI  arbitration  (see
discussion  under Notes to Condensed  Consolidated  Financial  Statements,  Note
E--Contingencies and Litigation).

Cash used for  investing  activities  of $1.6  million  consisted  primarily  of
capital  expenditures.  The level of capital  expenditures  for  fiscal  1997 is
consistent  with the current volume of business,  but is expected to increase as
production is ramped up to meet the demand for automotive sensors.

Cash flows from  financing  activities  consisted  primarily  of $5.6 million in
scheduled payments made on long-term debt. The Company also used $0.7 million to
purchase treasury stock on the open market. Proceeds from the issuance of common
stock of $0.2  million  were  partially  offset  by  dividend  payments  of $0.1
million.

The Company had no material capital commitments at December 28, 1996.

Based on the financial condition of the Company at December 28, 1996, management
believes that

                                                                   Page 10 of 13

<PAGE>

the existing cash balances, cash generated from operations,  and available lines
of  credit  will be  sufficient  to meet the  Company's  planned  needs  for the
foreseeable  future. If the Company requires  additional capital, it anticipates
that such capital will be provided by bank or other  borrowings,  although there
can be no assurances that funds will be available on terms as favorable as those
applicable to the Company's currently outstanding debt.


Effects of Inflation

Management  believes  that, for the periods  presented,  inflation has not had a
material effect on the Company's operations.






                                                                   Page 11 of 13


<PAGE>

BEI ELECTRONICS, INC. AND SUBSIDIARIES


PART II.                OTHER INFORMATION

Item 6.                  Exhibits and Reports on Form 8-K

                         (a)        Exhibits


                                    27.1     Financial Data Schedule

                         (b)        Reports on Form 8-K

                                    No  reports  on Form 8-K  were  filed by the
                                    Company  during the quarter  ended  December
                                    28, 1996.



                                                                   Page 12 of 13

<PAGE>


SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) 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  in the  City  of San
Francisco, County of San Francisco, State of California, on February 3, 1997.




                                   BEI ELECTRONICS, INC.


                                   By:       /s/ Robert R. Corr
                                            ------------------------------------
                                            Robert R. Corr
                                            Secretary, Treasurer and Controller
                                            (Principal Accounting Officer)


                                                                   Page 13 of 13