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 30, 1995
         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, 6,889,957 shares as of January 26, 1996

                                                                    Page 1 of 14
<PAGE>
BEI ELECTRONICS , INC. AND SUBSIDIARIES

INDEX


PART 1.     FINANCIAL INFORMATION                                           PAGE

Item 1.     Financial Statements

                Condensed Consolidated Balance Sheets--December 30, 1995      3
                and September 30, 1995


                Condensed Consolidated Statements of Operations--Quarter      4
                ended December 30,  1995 and December 31, 1994

                Condensed Consolidated Statements of Cash Flows--Quarter      5
                ended December 30, 1995 and December 31, 1994

                Notes to Condensed Consolidated Financial  Statements--       6
                December 30, 1995

Item 2.     Management's Discussion and Analysis of Financial Condition and   11
            Results of Operations

PART II.    OTHER INFORMATION

Item 6.             Exhibits and Reports on Form 8-K

                    (a)   Exhibits

                             10.1      Third  Amendment to Note Agreement  dated
                                       December    29,    1995    between    BEI
                                       Electronics,  Inc. and  Principal  Mutual
                                       Life  Insurance  Company,  Berkshire Life
                                       Insurance  Company and TMG Life Insurance
                                       Company

                             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 30, 1995.

             SIGNATURES                                                       14

                                                                    Page 2 of 14
<PAGE>

BEI ELECTRONICS, INC. AND SUBSIDIARIES
<TABLE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                                    December 30,                  September 30,
                                                                        1995                           1995
                                                                    (Unaudited)                       (Note)
                                                                                (dollars in thousands)
--------------------------------------------------------------- ----------------------------------------------------
<S>                                                                           <C>                           <C>
ASSETS
Cash and cash equivalents                                                     $7,685                        $11,690
Trade receivables, net                                                        17,244                         18,860
Inventories, net -- Note B                                                    20,376                         20,482
Other current assets                                                           5,876                          5,978
Current assets of Hydra 70 Rocket line of business, net --
Note C                                                                         8,328                          6,820
                                                                ---------------------          ---------------------
      Total current assets                                                    59,509                         63,830

Property, plant and equipment, net                                            23,351                         23,457
Acquired technology -- Note E                                                  7,870                          8,125
Goodwill                                                                       4,759                          4,833
Other assets, net                                                              9,746                         10,065
Non-current assets of Hydra 70 Rocket line of business --
Note C                                                                         3,228                          3,428
                                                                ---------------------          ---------------------
                                                                            $108,463                       $113,738
                                                                =====================          =====================

LIABILITIES AND STOCKHOLDERS' EQUITY
Trade accounts payable                                                        $4,173                         $8,092
Accrued expenses and other liabilities                                        14,801                         16,602
Current portion of long-term debt                                              5,829                            259
Current liabilities of Hydra 70 Rocket line of business --
Note C                                                                         3,139                          2,954
                                                                ---------------------          ---------------------
      Total current liabilities                                               27,942                         27,907

Long-term debt, less current portion                                          24,519                         30,157
Deferred income taxes and other liabilities                                    2,342                          2,355

Stockholders' equity less treasury stock                                      53,660                         53,319
                                                                ---------------------          ---------------------
                                                                            $108,463                       $113,738
                                                                =====================          =====================
<FN>
See notes to condensed consolidated financial statements.
Note: The balance sheet at September 30, 1995 has been derived from the audited consolidated balance sheet at that
date.
</FN>
</TABLE>
                                                                   Page 3 of 14
<PAGE>

BEI ELECTRONICS, INC. AND SUBSIDIARIES

<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
                                                                                   Quarter Ended
                                                                ----------------------------------------------------
                                                                    December 30,                   December 31,
                                                                        1995                           1994
                                                                  (dollars in thousands except per share amounts)
--------------------------------------------------------------- ----------------------------------------------------

<S>                                                                          <C>                            <C>
Net sales                                                                    $34,666                        $36,698
Cost of sales                                                                 24,547                         26,786
                                                                ---------------------          ---------------------
                                                                              10,119                          9,912

Selling, general and administrative expenses                                   7,813                          8,667
Research, development and related expenses                                     1,220                          1,282
                                                                ---------------------          ---------------------

Income (loss) from operations                                                  1,086                           (37)

Interest expense                                                                 647                            655
Other income                                                                     112                             42
                                                                ---------------------          ---------------------

Income (loss) before income taxes                                                551                          (650)
Provision (benefit) for income taxes                                             198                          (205)
                                                                ---------------------          ---------------------

Net income (loss)                                                               $353                         ($445)
                                                                =====================          =====================

Earnings (loss) per common share and common
  share equivalents -- Note D                                                  $0.05                        ($0.07)
                                                                =====================          =====================


Weighted average shares outstanding                                            7,074                          6,690
                                                                =====================          =====================


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

<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
                                                                   Page 4 of 14
<PAGE>

BEI ELECTRONICS, INC. AND SUBSIDIARIES
<TABLE>

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
                                                                                Three Months Ended
                                                                ----------------------------------------------------
                                                                    December 30,                   December 31,
                                                                        1995                           1994
                                                                              (dollars in thousands)
--------------------------------------------------------------- ----------------------------------------------------

<S>                                                                         <C>                            <C>
Net cash used in operating activities                                       ($2,908)                       ($1,429)

Cash flows from investing activities:
         Purchases of property, plant and
           equipment                                                           (970)                          (994)
         (Increase) decrease in other assets                                    (11)                            107
                                                                ---------------------          ---------------------

                Net cash used in investing activities                          (981)                          (887)

Cash flows from financing activities:
         Borrowings from line of credit agreement                                 --                          1,500
         Payments on line of credit                                               --                        (1,500)
         Payments on long-term debt                                             (40)                           (37)
         Proceeds from issuance of common stock                                   62                              7
         Payment of cash dividends                                             (138)                          (133)
                                                                ---------------------          ---------------------

                Net cash used in financing activities                          (116)                          (170)
                                                                ---------------------          ---------------------

Net decrease in cash and cash equivalents                                    (4,005)                        (2,486)

Cash and cash equivalents at beginning of period                              11,690                          4,197
                                                                ---------------------          ---------------------

Cash and cash equivalents at end of period                                    $7,685                         $1,718
                                                                =====================          =====================

<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
                                                                    Page 5 of 14
<PAGE>

BEI ELECTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

December 30, 1995

NOTE A -- BASIS OF PRESENTATION
<TABLE>

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 28, 1996. 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 30, 1995.



NOTE B--INVENTORIES
<CAPTION>
                                                                    December 30,                  September 30,
                                                                        1995                           1995
                                                                              (dollars in thousands)
--------------------------------------------------------------- ----------------------------------------------------

<S>                                                                           <C>                            <C>
Finished products                                                             $1,609                         $1,607
Work in process                                                                5,866                          6,085
Materials                                                                      9,246                          9,991
Costs incurred under long-term contracts,
   including U.S. Government contracts                                        23,274                         26,269
Unapplied progress payments                                                 (12,574)                       (17,621)
                                                                ---------------------          ---------------------

Net inventories                                                              $27,421                        $26,331
Inventories included in current assets of Hydra 70 rocket
line of business, net of progress payments  of $12,574 and
$17,621                                                                       $7,045                         $5,849
                                                                ---------------------          ---------------------
                                                                             $20,376                        $20,482
                                                                =====================          =====================
</TABLE>
                                                                   Page 6 of 14
<PAGE>
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 makes up a substantial  portion of
the Defense  Systems  segment.  The principal  product  comprising  this line of
business is the HYDRA 70 (H 70) Rocket. For further  information,  see Note C to
Consolidated Financial Statements for the fiscal year ended September 30, 1995.

At September 30,1995, the Company accrued a total of $1.2 million to provide for
shut down costs such as employee severance and facilities closure. There were no
additional amounts accrued during the quarter ended December 30, 1995.

Defense  Systems  segment  total sales of $10.1  million  for the quarter  ended
December  30, 1995  consisted  of $9.0 million of H 70 sales and $1.1 million in
sales of other products.  Net sales for the comparable period in fiscal 1995 was
$13.5  million,  including  H 70 sales of $12.3  million and other sales of $1.2
million.
<TABLE>

Operating  profit for the  segment  was $0.4  million  and $0.5  million for the
quarters ended December 30, 1995 and December 31, 1994, respectively.

NOTE D--EARNINGS PER COMMON SHARE AND COMMON SHARE EQUIVALENTS
<CAPTION>
                                                                                   Quarter Ended
                                                                ----------------------------------------------------
                                                                    December 30,                   December 31,
                                                                        1995                           1994
                                                                  (dollars in thousands except per share amounts)
--------------------------------------------------------------- ----------------------------------------------------

<S>                                                                            <C>                            <C>
Weighted average shares outstanding                                            6,831                          6,690

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

Total weighted average shares outstanding                                      7,074                          6,690
                                                                =====================          =====================

Net income (loss)                                                               $353                         ($445)
                                                                =====================          =====================

Earnings (loss) per common share and common
   share equivalents                                                           $0.05                        ($0.07)
                                                                =====================          =====================
</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.

                                                                    Page 7 of 14
<PAGE>
NOTE E--CONTINGENCIES AND LITIGATION

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

In connection  with the  acquisition of assets from Systron  Donner  Corporation
during  fiscal 1990, a subsidiary  of the Company  assumed an  obligation to pay
former  shareholders  of General  Precision  Industries  (GPI)  $4.3  million if
certain  levels of  confirmed  orders and  shipments  are  achieved for products
developed using technology  acquired from GPI in 1986 under a license  agreement
which  expires in 2003.  The  technology  acquired  was assigned a value of $5.6
million for the purchase price allocation for the acquisition.

In September of 1991,  the Licensor of the patent on which the Company's  quartz
technology is based advised the Company that  royalties in excess of the amounts
previously  paid by the Company were due.  The amount of royalties  involved was
approximately  $400,000.  The  Company  advised the  Licensor  that based on its
understanding  of the license  agreement  no  additional  amounts  were due. The
Licensor  alleged that  nonpayment  of the royalties due would give the Licensor
the right to terminate the license agreement. The parties were unable to resolve
these differences. Accordingly, the Company elected to exercise the provision of
the license  agreement  which required  arbitration of any disputes  between the
parties to the agreement.

In June of 1993, the Company and the Licensor filed briefs with the  arbitration
panel. The Licensor alleged in its brief that the amount of royalties, milestone
payments and accrued  interest due as of  September  30, 1992 was  approximately
$10.0  million  (including  the $4.3  million  described  above),  and asked the
arbitration  panel  to rule  that  the  license  could  be  terminated  based on
noncompliance by the Company with the terms of the license agreement.

The  Company  asked  the  arbitration  panel  to rule  that the  amounts  of the
royalties paid by the Company had been properly determined by the Company,  that
the original license agreement should be reformed to reduce the royalties due on
future sales as a result of failure by the Licensor to disclose  certain matters
which significantly impacted the Company's timely ability to employ the licensed
patent on production units and that the license was not subject to termination.

The arbitration process is ongoing.  The arbitration panel bifurcated the issues
in the  arbitration,  and issued an interim  ruling in  February  1995.  In that
interim  ruling,  which will become final at the close of the  arbitration,  the
Panel concluded that the license agreement was not subject to termination,  that
non-recurring engineering revenues were not royalty-bearing, and that $1 million
of the $4.3 million discussed above is due only if certain conditions are met in
the future.  The Panel also  concluded that the Company is entitled to ownership
of an accelerometer patent that the former Shareholders  developed.  Further, in
September 1995, the panel ruled that certain  development  costs incurred by the
Company could not be used to offset accrued royalties. As a result, in September
1995, the Company  accrued $3.5 million for royalties and related costs based on
its  understanding of the amounts due under the panel's  September  ruling.  The
estimate of royalties  and related  amounts due under the license  agreement are
based on the  Company's  proposal to the panel and are  significantly  less than
amounts  proposed by the  Licensor.  Under the  panel's  February  ruling,  $3.3
million of the $4.3 million became due. This amount, which is considered part of
the original  acquisition cost of the technology,  was accrued in February 1995,
paid in October 1995,  and is being  amortized  over the  remaining  term of the
license.

                                                                   Page 8 of 14
<PAGE>
The second phase of the  arbitration  continues  with further  arguments  having
occurred  in December  1995.  This phase  involves  the final  determination  of
royalty amounts due for unit sales of product using the acquired  technology and
other matters  including the parties'  respective claims for attorneys' fees. In
the event that the arbitration panel rules that the Company's  liability is more
or less than the $3.5 million  accrued,  an adjustment to the September 30, 1995
estimate  will be  required.  While the final  outcome of this matter  cannot be
determined with certainty,  management believes, taking all 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.

Hydra-70 Rocket Contract Related Contingencies

In October 1995, the Company's Defense Systems subsidiary received  notification
from the Procuring  Contracting  officer for the Hydra 70 (H 70) Rocket  Systems
Contract  that the  Government  considered  that  Defense  Systems had failed to
maintain  satisfactory fuze production which was endangering  performance of the
subject  contract.  More  recently,  Defense  Systems  has  received  Government
acceptance  on  subsequent  fuze  lot  production  and has  received  additional
progress payments and the Government has accepted deliveries under the contract.

Based on the information  available,  management of the Company believes,  after
consultation with legal counsel specializing in government procurement law, that
the  outcome of this  matter  will not have a material  impact on the  financial
position or the results of operations of the Company.

State of California Department of Toxic Substance Control vs. Southland Oil,
Inc. et al.

In October 1993, the State of California filed a first amended complaint against
a division of the Company and fifty-two  other  defendants.  The complaint seeks
recovery  of  response  costs  incurred  by the State at a waste  oil  recycling
facility in Commerce,  California (the"Site"). The litigation with the State was
settled in principle in 1995,  requiring a dismissal of the action following the
payment by defendants to the State of $2.6 million to settle all past and future
response  costs  at the  Site  (as  well  as all  other  alleged  damages).  The
defendants  believe that there are additional  parties that should be liable for
the settlement amount,  and some of the defendants  (including the Company) have
filed a third party claim against these other parties. There has not yet been an
allocation of the $2.6 million  settlement amount either among the defendants or
between the defendants and the third party defendants. Recent formulas that have
been proposed for  settlement and that have been discussed by the defendants and
the third party defendants would result in the Company's share of the settlement
amount being set at less than  $20,000.  While the outcome of this matter cannot
be determined with certainty, management believes, after consultation with legal
counsel, that the ultimate resolution will not have a material adverse impact on
the financial position of the Company.

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 Richard Turner,  its president,  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.

                                                                    Page 9 of 14
<PAGE>
Management has vigorously  defended its rights in this action and believes after
discussion with legal counsel that the  CooperSurgical  claims are  exaggerated.
Expert  witnesses for BEI have prepared a formal response to the  CooperSurgical
damage  claims which was submitted in February  1995.  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 10 of 14

<PAGE>




ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND
                RESULTS OF OPERATIONS
<TABLE>
The following table sets forth, for the fiscal periods indicated, the percentage
of  net  sales  represented  by  certain  items  in the  Company's  Consolidated
Statements of Operations.

<CAPTION>
                                                                                  Quarter Ended
                                                              -------------------------------------------------------
                                                                    December 30,                  December 31,
                                                                        1995                          1994
  -------------------------------------------------------------------------------------------------------------------

  <S>                                                                     <C>                            <C>
  Net sales                                                               100.0%                         100.0%
  Cost of sales                                                            70.8                           73.0
                                                              ------------------            -------------------
  Gross profit                                                             29.2                           27.0
  Operating expenses
    Selling, general and administrative expenses                           22.5                           23.6
    Research, development and related expenses                              3.5                            3.5
                                                              ------------------            -------------------
  Income (loss) from operations                                             3.2                          (0.1)
  Interest expense                                                          1.9                            1.8
  Other income                                                              0.3                            0.1
                                                              ------------------            -------------------
  Income (loss) before income taxes                                         1.6                          (1.8)
  Provision for income taxes (credit)                                       0.6                          (0.6)
                                                              ------------------            -------------------
  Net income (loss)                                                         1.0%                         (1.2)%
                                                              ==================            ===================
</TABLE>

QUARTER ENDED DECEMBER 30, 1995 AND DECEMBER 31, 1994

Net  sales for the first  quarter  of fiscal  1996,  ended  December  30,  1995,
decreased $2.0 million or 5.5% from the same period in fiscal 1995.

Defense  Systems  segment net sales decreased $3.4 million or 24.9% in the first
quarter  of fiscal  1996  compared  to the same  period in the prior  year.  The
decrease  was  primarily  the  result of the  expected  decline in the volume of
rocket motors and warheads  associated with the completion of existing  backlog,
prior to shut down of the rocket line of business  later in FY 1996. The backlog
of orders for the H 70 rocket  related sales of the Defense  Systems  segment at
the end of December 1995 was $23.6 million.

Sensors & Systems  segment sales volume  increased $1.5 million or 7.3% from the
first  quarter  of 1995.  The  sales  increase  reflects  a 20%  improvement  in
commercial sales,  specifically in the industrial and automotive  markets.  This
was offset, in part, by a 3.9% decline in government sales.

Consolidated  cost of sales as a percentage  of net sales was lower in the first
quarter of fiscal 1996 versus the comparable period of fiscal 1995 primarily due
to  Defense  Systems  segment  experiencing

                                                                   Page 11 of 14
<PAGE>
a decline in cost of sales as a  percentage  of sales due to shipments of higher
margin  products  on  contracts  dating  prior to the  Hydra 70  Rocket  Systems
Contract.

Selling,  general  and  administrative  expenses  as a  percentage  of net sales
decreased in the first  quarter of fiscal 1996 versus the  comparable  period of
fiscal  1995,  due to reduced  levels of  spending  in the  Sensors  and Systems
segment and in Corporate.

Research,  development and related expenses as a percentage of net sales for the
first  quarter of fiscal  1996  remained  flat due to an increase in the Medical
Systems  segment  partially  offset by reduced levels of spending in the Sensors
and Systems segment.

LIQUIDITY AND CAPITAL RESOURCES

During the first quarter of fiscal 1996,  total cash used by operations was $2.9
million,  including  net  income  of $0.4  million  and the  positive  impact of
non-cash charges to income from depreciation of $1.2 million and amortization of
$0.7 million.  Cash  generated from operating  activities  included  receivables
collections of $1.6 million.  Gross  inventory was reduced by $4.0 million which
was offset by a  corresponding  decline in  progress  payments  received of $5.0
million  resulting in a net cash  outflow of $1.0  million.  Trade  payables and
accrued expenses decreased using $5.7 million in cash,  including a $3.3 million
deferred payment for acquisition of the quartz rate sensor technology, which was
accrued in fiscal 1995 due to the GPI  arbitration  (see  discussion  under Note
E--Contingencies and Litigation).

Cash used for investing  activities  of $ 1.0 million was primarily  composed of
capital  expenditures.  The level of capital  expenditures  for  fiscal  1996 is
consistent with the current volume of business.

Cash  flows for  financing  activities  consisted  of $0.1  million  used to pay
dividends on common stock.

The Company had no material capital commitments at December 30, 1995.

The Company  adopted  Financial  Accounting  Standards  Board Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of,"  effective  October 1, 1995. The effect of the adoption was not
material.

Based on the financial condition of the Company at December 30, 1995, management
believes that 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 12 of 14
<PAGE>
BEI ELECTRONICS, INC. AND SUBSIDIARIES

PART II.    OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K

           (a)       Exhibits

                     10.1  Third  Amendment to Note Agreement dated December 29,
                           1995  between  BEI  Electronics, Inc. and   Principal
                           Mutual  Life  Insurance   Company,   Berkshire   Life
                           Insurance  Company  and TMG  Life  Insurance  Company

                     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 30, 1995.


                                                                   Page 13 of 14
<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 6, 1996.




                                    BEI ELECTRONICS, INC.


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


                                                                   Page 14 of 14