UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 10-K
 (X)     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the Fiscal Year Ended June 26, 1998

(  )     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: 0-10726

                             C-COR ELECTRONICS, INC.
             (Exact name of Registrant as specified in its charter)

             Pennsylvania                        24-0811591
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                Identification No.)

                                 60 Decibel Road
                        State College, Pennsylvania 16801
              (Address of principal executive offices and Zip Code

Registrant's telephone number, including area code:             (814) 238-2461

Securities registered pursuant to Section 12(b) of the Act:

         Title of each class         Name of each exchange on which registered
                  None                            Not Applicable

Securities registered pursuant to Section 12(g) of the Act:
                   Common Stock, $.10 par value


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 by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained,  to the best of Registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. ( )

As of September 4, 1998, the aggregate  market value of the voting stock held by
non-affiliates of the Registrant was $123,715,006.

As of September 4, 1998,  the  Registrant  had 9,157,124  shares of Common Stock
outstanding.

Documents Incorporated by Reference:

        1)     1998 Annual Report to Shareholders (Parts I, II and IV)
        2)     Proxy Statement dated September 21, 1998 (Part III)

<PAGE>


                                     PART I

Item 1.  Business

Some of the  information  presented in this report  constitutes  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, including without limitation,  continuation of increased domestic spending
for  network  upgrades,  the  continuation  of  competitive  pricing  pressures,
anticipated   increased   spending  on  product   development,   the   continued
availability of capital  resources and the  Corporation's  ability to assess the
risks of the year 2000 issue,  with respect to its operations,  and resolve them
in a timely manner.  Although the Corporation believes that its expectations are
based on  reasonable  assumptions  within  the  bounds of its  knowledge  of its
business and operations,  there can be no assurance that actual results will not
differ  materially  from its  expectations.  Factors  which could  cause  actual
results to differ from  expectations  include the timing of orders received from
customers,  the gain or loss of  significant  customers,  changes  in the mix of
products  sold,  changes  in the cost and  availability  of parts and  supplies,
fluctuations in warranty costs,  new product  development  activities,  economic
conditions  affecting  domestic and international  markets,  regulatory  changes
affecting the  telecommunications  industry,  in general,  and the Corporation's
operations, in particular, competition and changes in domestic and international
demand  for the  Corporation's  products  and other  factors  which  may  impact
operations and manufacturing.  For additional  information  concerning these and
other important  factors,  which may cause the  Corporation's  actual results to
differ materially from expectations and underlying assumptions,  please refer to
reports filed by the Corporation with the Securities and Exchange Commission.


Introduction

C-COR Electronics, Inc. (the "Corporation") was incorporated in the Commonwealth
of  Pennsylvania  on June 30, 1953. In fiscal year 1998 and prior to fiscal year
1996, the  Corporation  operated in one industry  segment broadly defined as the
Electronic  Distribution  Products  segment which  represents the  Corporation's
continuing  operations and provides hybrid fiber/coax (HFC) equipment for signal
distribution  applications,  primarily to the CATV market.  In fiscal years 1997
and 1996,  the  Corporation  operated in two industry  segments:  the Electronic
Distribution Products segment and the Digital Fiber Optics Transmission Products
segment which has been reported as a discontinued  business segment. The Digital
Fiber Optics Transmission  Products segment provided products for long-distance,
point-to-point video, voice and data signal transmission applications, primarily
for telephony,  distance-learning  and other non-CATV markets. On July 10, 1997,
the  Corporation  announced  the  discontinuance  of its  Digital  Fiber  Optics
Transmission   Products  segment  in  a  nine-month   wind-down   process.   See
"Discontinued  Operations."  In the remainder of this document,  the discussions
are  based  on  the   Corporation's   continuing   operations,   the  Electronic
Distribution Products segment, except where the context indicates otherwise.

The  Corporation's  headquarters  are in State  College,  Pennsylvania,  and its
manufacturing facilities are in State College and Tipton,  Pennsylvania,  and in
Tijuana,  Mexico.  The  Corporation  also  maintains  administrative  offices in
Toronto,  Canada;  Almere, The Netherlands;  and Hong Kong. In fiscal year 1998,
the  Corporation  began  manufacturing  the  power  supply  component  of its RF
amplifier products in Tijuana,  Mexico. The Corporation  substantially completed
the transfer of the power supply  component  production  to this  facility as of
June  26,  1998,  and  continues  to ramp up  production  at this  manufacturing
facility.  As part  of a  restructuring,  on  June  25,  1998,  the  Corporation
announced  the  closing  of  its  manufacturing  plant  located  in  Reedsville,
Pennsylvania.   Additional   information   regarding   this   restructuring   is
incorporated by reference to Note A (Summary of Significant Accounting Policies)
on page 22 of the Registrant's 1998 Annual Report to Shareholders.

The Corporation has been approved for ISO 9001  registration at its Pennsylvania
and Tijuana manufacturing facilities.  ISO 9001 is the most comprehensive of all
ISO  9000  series   requirements  and  includes  quality  assurance  in  design,
development,  production, installation, and servicing. Criteria for registration
are set by the International Organization for Standardization, whose function is
to develop  global  standards  in an effort to improve the exchange of goods and
services   internationally.   This  designation   builds  on  the  Corporation's
reputation as a high-quality, global provider of transmission electronics.

ELECTRONICS DISTRIBUTION PRODUCTS SEGMENT

Products and Services

The Corporation  provides three principal  product families for use in broadband
voice, video, and data networks: RF amplifiers,  amplitude modulation (AM) fiber
optic equipment, and network management systems.  Amplifiers include a series of
FlexNet(R) 862 MHz and 750 MHz trunks,  terminating bridgers, and line extenders
designed   specifically   for  use  in  today's  widely   accepted  HFC  network
architectures.  The  newest  addition  to this  line is  FlexNet(R)  900  Series
amplifiers,  which offer high  performance,  two-way  capability,  and  advanced
powering for today's complex communications networks. The Corporation's other RF
distribution  products  include  push-pull,   power-doubling,   and  feedforward
technologies;  trunk,  minitrunk,  and  split-band  amplifiers;  and  main  line
passives to 1 GHz.  For the  international  markets,  particularly  Europe,  the
Corporation offers the I-Flex(TM) global product family,  specially designed for
fiber-intensive  architectures that require cabinet and pedestal mount housings.
Featuring 862 MHz bandwidth capability,  the I-Flex(TM) product line consists of
amplifiers  and fiber optic  nodes.  During  fiscal year 1998,  the  Corporation
introduced two new I-Flex products, the line extender and the network management
agent,  which the Corporation  expects to be available for shipment beginning in
fiscal year 1999.

The  Corporation's  AM fiber optic products include a wide range of both headend
and  strand-mounted  equipment  designed  for use in HFC  applications.  Headend
equipment,  which  operates  up to 862  MHz,  includes  a  universal  mainframe,
high-performance Distribution Feedback (DFB) transmitters at a variety of output
powers,  receivers  for both  forward  and return path  applications,  and power
supplies.  FlexNode (TM), the Corporation's 6-port AM fiber optic node, features
750 MHz and 862 MHz bandwidth capability, maximum performance with RF and optics
in one module, simplified internal fiber management and 90 volt powering. The AM
fiber optic products are fully integrated into the  Corporation's  Cable Network
Management (CNM(TM)) system.

During fiscal year 1998, the Corporation  introduced a completely new line of AM
fiber  optic  headend  and  node  products  for  use  in HFC  applications.  The
Corporation  expects these  products to be available  for shipment  beginning in
fiscal year 1999.  Bearing the trade name  NAVICOR(TM),  these  products offer a
total solution approach to the distribution portion of the network. Three of the
new headend  products  are used to transmit  and receive  voice,  video and data
signals:   the  AM  headend  rack  system,  the  1550  nm  transmitter  and  the
erbium-doped fiber amplifier (EDFA). NAVICOR optical nodes include the Quadrant:
four active output node,  and two versions of the  FlexNet(R)  node: the Compass
and  the  GPS.  The  Corporation   believes  this  group  of  nodes  offers  the
flexibility,  scalability and cost  effectiveness  network operators are looking
for as they build today while planning for the future.

The  Corporation  believes  network  management  is playing a  critical  role in
communication  systems. CNM is the Corporation's network management system. This
user-friendly,  computer-based  control  and  monitoring  system  aids in outage
prediction, notifying the operator of problems, often before they even occur, so
maintenance  crews can go  directly  to a problem  without  having to search the
system unit by unit.  During fiscal year 1998,  the  Corporation  introduced the
latest version of this product,  CNM System 2, which is expected to be available
for shipment in fiscal year 1999.

In support of its products,  the Corporation offers a complete line of technical
customer services, including pre-sale analysis and consultation, network design,
field engineering,  technical  documentation,  training seminars,  and equipment
repair and testing.

Sales and Distribution

The  Corporation's   principal  customers  include  operators  of  communication
networks worldwide,  as well as network integrators.  Consolidation has occurred
among cable  operators in the domestic CATV industry;  however,  the Corporation
does not consider that occurrence to have had a material impact on its business.
Most of the  Corporation's  sales are  comprised  of equipment  manufactured  or
provided by the  Corporation,  with the  remainder  being from  services.  Sales
efforts are  conducted  from the  Corporation's  headquarters;  from  offices in
Colorado,  Canada,  Europe and Hong  Kong;  and from 8  regional  sales  offices
located throughout the United States.

For the fiscal year ended June 26, 1998, the Corporation's  international  sales
represented 21% of net sales,  primarily in the Canadian,  Asian,  European, and
Latin American markets.  In fiscal years ended June 27, 1997, and June 28, 1996,
international  sales  were  19% and 39%,  respectively,  of net  sales.  See the
discussion of segment  information  in the  Corporation's  1998 Annual Report to
Shareholders, Note R, incorporated herein by reference.

During the past fiscal year,  the  Corporation's  CATV  customers  have included
almost  all  of  the  largest  system  operators  in  the  United  States.   The
Corporation's  largest  customer during the fiscal year ended June 26, 1998, was
Time Warner  Cable,  which  accounted  for 31% of net sales.  The  Corporation's
largest  customer  during the fiscal year ended June 27,  1997,  was Time Warner
Cable, which accounted for 36% of net sales. The Corporation's largest customers
during the fiscal year ended June 28, 1996, were Rogers  Cablesystems,  Inc. and
Time Warner  Cable,  each  accounting  for 18% of net sales.  No other  customer
accounted for 10% or more of net sales during fiscal years 1996, 1997, and 1998,
respectively.

At June 26, 1998, the Corporation's backlog of orders was $24.0 million. At June
27, 1997, the Corporation's backlog of orders was $34.9 million, and at June 28,
1996, it was $24.3 million. For additional  information regarding backlog, refer
to  Management's  Discussion and Analysis of Financial  Condition and Results of
Operation  incorporated  herein  by  reference  to  pages 13  through  16 of the
Registrant's 1998 Annual Report to Shareholders.

Research and Product Development

The  Corporation  operates  in an industry  that is subject to rapid  changes in
technology.  The Corporation's  ability to compete successfully depends in large
part upon its ability to react to such changes.  Accordingly, the Corporation is
engaged in ongoing  research  and  development  activities  that are intended to
advance existing product lines, provide  custom-designed  variations of existing
product lines,  and develop or evaluate new products.  Research and  development
activities for the three major product groups are conducted at the Corporation's
headquarters.  The  Corporation  has an  interdepartmental  team  which  assigns
product development priorities.  The result is a market-driven set of guidelines
for the  timely  development  of new  products.  During  the past  fiscal  year,
research  and  product  development  expenditures  were  primarily  directed  at
expanding the  Corporation's  AM fiber optic  technology and network  management
systems and RF amplifier line.

During fiscal year 1998, the Corporation also continued with product development
process  improvements  to reduce  cycle time to design,  develop and deliver new
products; reduce manufacturing costs; and improve design quality.

During the fiscal years ended June 26, 1998,  June 27, 1997,  and June 28, 1996,
the Corporation  spent  approximately  $7,459,000,  $5,681,000,  and $4,857,000,
respectively,  on research and development related to AM fiber optic systems, RF
distribution equipment, and network management.  Anticipated product development
initiatives focused on AM fiber optics, network management, and other technology
areas, are expected to result in increased  research and development  expense in
future years. No research and product  development  expenditures above have been
capitalized.

Competition

The  Corporation's  products are marketed with emphasis on their premium quality
and are generally priced competitively with other manufacturers'  product lines.
Equipment  reliability,  superior  customer  service,  and an enhanced  warranty
program are several of the key criteria for competition.  In these respects, the
Corporation considers its competitive position to be favorable.  Other bases for
competition  include  pricing  and  technological   leadership.   Although  less
expensive  products  are  available,   the  Corporation  believes  it  is  in  a
competitive  position with respect to pricing. The Corporation believes that its
strong  commitment to efficient  network  design,  a broad offering of technical
customer  services,  and its focus on  research  and  development,  enhance  its
competitive position in the market.

There are several  competing  equipment  vendors selling network products in the
United States,  a few of which have greater sales of similar  equipment than the
Corporation. The Corporation believes it offers a broader product line in the RF
distribution  amplifier segment of the market, along with a growing number of AM
fiber optic and network management products.

Currently,  CATV networks serve more than 65.0 million subscribers in the United
States.  CATV  construction  has evolved to the point where this network  passes
over 95% of TV households in the United  States.  The CATV industry  claims that
market  penetration  is  approximately  65%. Over the next several  years,  most
industry observers expect this trend to continue; however, there are alternative
methods  of  distributing   entertainment  video  or  information   services  to
subscribers.  All of the methods compete, to a limited extent, with conventional
CATV  services.  The  alternative  distribution   technologies  include  Off-Air
Broadcast Service,  Multipoint  Multichannel  Distribution Service (MMDS), Local
Multichannel  Distribution  Service (LMDS),  Satellite Master Antenna Television
(SMATV),  and  Direct  Broadcast  Satellite  Service  (DBS).  Generally,   these
alternative  technologies  are  limited  in terms of their  ability  to  deliver
two-way service and local programming.  Based upon these limitations,  it is the
Corporation's  belief that such technologies will mature to the point where they
serve a  relatively  narrow  segment of the market.  On the other  hand,  a CATV
network  has  two-way  capability  and has the  ability to  deliver  substantial
amounts of information to subscribers. As a result, the Corporation believes the
CATV  industry is uniquely  positioned  to benefit  from the  evolution  that is
occurring  in the  telecommunications  industry,  particularly  in the  area  of
high-speed  data delivery.  Similarly,  due to its reputation and  long-standing
tradition  of servicing  the CATV  industry  with  excellence,  the  Corporation
believes  it is  strategically  positioned  to grow  and  expand  with  the CATV
industry.

External Influences/Industry

The primary market factors affecting the global communications  industry include
access to technology  advancements,  funding,  and government  regulations.  The
increased  demand  for  products  offered by the  Corporation  to  domestic  and
international  customers has resulted from a combination  of the market  factors
listed above.  In recent  years,  the global  communications  industry has grown
rapidly by constructing  networks to meet the increased demand for video, voice,
and data services.

A  significant  amount of  consolidation  has occurred  over recent years in the
domestic  communications  industry.  In the CATV industry,  cable companies have
acquired other cable companies in order to achieve efficiency through clustering
of  properties.   Telephone   companies  have  also  made   investments  in  and
acquisitions of cable companies and other telephone companies.  In the spring of
1998,  AT&T announced the proposed  acquisition of  Tele-Communications,  Inc. a
major cable operator.

In the area of technology,  advancements in the global  communications  industry
are occurring at a rapid rate. Traditional, one-way broadband amplifier cascades
are being  replaced  by two-way  HFC  architectures  which  employ  fiber  optic
electronics to individual service cells (nodes).  The Corporation  believes that
HFC networks could have  significant  strategic  advantages in the future as the
demand  grows for the  highest-capacity,  lowest-cost  networks  for delivery of
two-way,  high-speed, data service. The Corporation has combined its strength in
conventional RF amplifiers with an increasing  presence in the areas of AM fiber
optics and network management systems,  and believes it is well positioned to be
a supplier in the interactive multimedia network industry.

Cable operators have traditionally used HFC network  architectures for providing
video  services  to the  home.  The HFC  network  architecture  used in the CATV
industry  has been  utilized by several  telephone  operating  companies,  while
others  continue to explore their options  between HFC and other  approaches and
technologies,  such as DBS,  FTTC  (fiber to the  curb)  and ADSL  (asymmetrical
digital subscriber line).

The regulatory  environment in the United States has changed with passage of the
Telecommunications Act of 1996. Key provisions of the Telecommunications Act are
designed to enhance  competition  in the industry in that they permit  telephone
companies  to sell video  services,  and in some  cases,  to buy out local cable
companies;  allow cable  operators to control  charges for many channels;  allow
Regional Bell Operating Companies (RBOC's) to sell long-distance services, under
certain  conditions;  require  local phone  companies to open their  networks to
competitors; and allow RBOCs to manufacture customer equipment.

International  requirements  for advanced  services are  increasing  as well, as
mature markets are  deregulating,  and emerging  economies are seeking to expand
their  communications  capabilities.  The  Corporation  sees  the  international
markets as a key growth area now, and in the future, and will continue to pursue
opportunities in the international  markets. The international  markets continue
to represent distinct markets for HFC distribution  equipment,  and, in general,
demand can be highly variable.

Employees

The  Corporation had  approximately  1,200 employees as of September 4, 1998, of
whom  approximately 70% were engaged in manufacturing,  inspection,  and quality
control  activities.  The remainder  were engaged in executive,  administrative,
sales,   product   development,   research,   and  technical  customer  services
activities. The technical staff includes 93 engineers with baccalaureate or more
advanced  degrees,  and an  additional  279  persons  with at least two years of
technical college or military education equivalent to a two-year degree.

Suppliers

The Corporation  closely monitors supplier delivery  performance and quality and
employs a strategy of limiting the total number of global suppliers to those who
are quality leaders in their  respective  specialties and who will work with the
Corporation as partners in the supply function.  Typical items purchased are die
cast aluminum housings,  RF hybrids,  printed circuit boards,  fiber optic laser
transmitter  assemblies,  and standard electronic components.  Although a few of
the components used by the Corporation are  single-sourced,  the Corporation has
experienced no significant difficulties to date in obtaining adequate quantities
of raw materials and component parts.

The Corporation uses in-house vendor supply  relationships to gain access to key
parts  needed  in the  manufacturing  process  on a  "just-in-time"  basis.  The
Corporation has implemented a number of in-house vendor supply  relationships to
date, and will continue to establish such  relationships  in the future in order
to decrease vendor lead times and reduce on-hand inventory.

DISCONTINUED OPERATIONS

Digital Fiber Optics Transmission Products Segment

On July 10, 1997, the Corporation  announced the  discontinuance  of its Digital
Fiber Optics  Transmission  Products segment in a nine-month  wind-down process.
The  Corporation  substantially  completed the wind-down of this operation as of
March 1998.  The Digital Fiber Optics  Transmission  Products  segment  provided
products  for  long-distance,   point-to-point  video,  voice  and  data  signal
transmission applications, primarily for telephony,  distance-learning and other
non-CATV markets. Customers were primarily telcos, major broadcast companies and
educational institutions.  The decision to discontinue this segment was based on
an  assessment  of  the  potential  return  on  continued   funding  of  product
development for the Corporation's  proprietary  digital  technology versus other
opportunities for investments in the Corporation's core business,  especially AM
fiber optics technology.

Research and  development  expenditures  for this segment  were  $4,005,000  and
$4,544,000 in fiscal years 1997 and 1996, respectively.

This business segment has been accounted for as a discontinued  business segment
and its results have been excluded from  continuing  operations  for all periods
presented in the Corporation's  consolidated  financial statements  incorporated
herein by  reference  to pages 17 through  20 of the  Registrant's  1998  Annual
Report to Shareholders.

Additional information regarding discontinued operations and segment performance
is incorporated by reference to Notes B (Discontinued Operations) and R (Segment
Information)  on pages  23 and 29 of the  Registrant's  1998  Annual  Report  to
Shareholders.

Item 2.  Properties

The Corporation operates the following principal facilities:
<TABLE>

                                                                         Approximate      (O)Owned
Location                             Principal Use                       Square Feet      (L)Leased
<S>                                  <C>                                 <C>              <C>
State College, Pennsylvania          Administrative Offices
                                     and Manufacturing                   133,000              O
Tipton, Pennsylvania                 Manufacturing                        45,000              O
Reedsville, Pennsylvania(1)          Manufacturing                        60,000              O
Tijuana, Mexico(2)                   Manufacturing                        25,200              L
Almere, The Netherlands              Administrative Offices               14,100              L
Ajax, Ontario, Canada                Administrative Offices                5,000              L

<FN>
(1) On June 25,  1998,  the  Corporation  announced  its  decision  to close its
manufacturing  plant  located in  Reedsville,  Pennsylvania,  in order to reduce
costs and improve  productivity  and asset  utilization.  The  Corporation had a
Lease/Option   to  Purchase   Agreement  with  the  Mifflin  County   Industrial
Development Corporation for the building and improvements located in Reedsville,
Pennsylvania.  On August 10, 1998, the Corporation purchased the facility, which
is being held for sale.

(2) As of June 26, 1998, the Corporation leased approximately 25,200 square feet
of real property located in Tijuana,  Mexico,  for the purpose of manufacturing.
The Corporation has entered into a new lease agreement for  manufacturing  space
of approximately  61,900 square feet of real property,  also located in Tijuana,
Mexico.  The new lease  commenced on September 15, 1998. The prior lease will be
terminated at such time as the Corporation has transferred all  manufacturing to
the new facility, currently projected to take place by November 30, 1998.
</FN>
</TABLE>

The Corporation  believes its current facilities are well maintained and in good
operating  condition,  and that such  facilities  are sufficient for its present
operations.

Item 3. Legal Proceedings

On or about March 31, 1995,  certain  shareholders  of the  Corporation  filed a
complaint  in the United  States  District  Court for the  Eastern  District  of
Pennsylvania  against the Corporation and its Chief Executive  Officer  alleging
violations of Sections 10 (b) and 20 (a) of the Securities  Exchange Act of 1934
and common law. On September 27, 1997, a tentative  settlement  was reached with
respect  to this  litigation,  and the  settlement  amount was  recorded  in the
financial  statements  during the first quarter of fiscal year 1998. On July 14,
1998, the United States District Court for the Eastern  District of Pennsylvania
approved  the  settlement  reached by the  parties and  dismissed  the case with
prejudice.

On  August  28,  1998,  the  Corporation  filed  a  complaint  against  Rockwell
International  Corp.  ("Rockwell")  in the United States  District Court for the
Middle  District  of  Pennsylvania.  The  complaint  was served on  Rockwell  on
September 11, 1998. The complaint alleges breach of contract,  breach of implied
warranty  and breach of the implied  covenant of good faith and fair  dealing by
Rockwell  in  connection  with  the  development  by  Rockwell  and  sale to the
Corporation of an application specific integrated circuit ("ASIC") to be used by
the Corporation in the  manufacture of high-speed  digital fiber optic receivers
and  transmitters.  The  ASIC  was a  component  used  in  products  sold by the
Corporation as part of its Digital Fiber Optics  Transmission  Products Segment,
which  has been  discontinued.  The  lawsuit  seeks  damages  of not  less  than
$10,000,000.

Item 4.  Submission of Matters to a Vote of Securities Holders

There were no matters  submitted to a vote of security holders during the fourth
quarter of the fiscal year ended June 26, 1998.

Executive Officers of the Registrant

All executive  officers of the  Corporation  are elected  annually at the Annual
Meeting of the Board of  Directors  (which is  normally  held on the date of the
Annual Meeting of Shareholders of the  Corporation) to serve in their office for
the next  succeeding  year and  until  their  successors  are duly  elected  and
qualified.  The listing  immediately  following  this  paragraph  gives  certain
information  about the  Corporation's  executive  officers,  including  the age,
present position, and business experience during the past five years.

<TABLE>
Name                     Age       Position/Experience

<S>                      <C>       <C>
Richard                            E. Perry 68 Chairman  since June 1986;  Chief
                                   Executive  Officer  from  July 1985 to August
                                   1996  and  from  March  1998  to  July  1998;
                                   President  from  July 1985  through  December
                                   1992.

David A. Woodle          42        President  and Chief  Executive  Officer
                                   since July 20,1998; General Manager-
                                   Strategic Systems of Raytheon Systems
                                   Company, a company providing computer systems
                                   integration services to government and
                                   commercial customers, from January 1998 to
                                   July 1998; Vice President and General
                                   Manager, Raytheon E-Systems, HRB Systems
                                   from June 1996 to January 1998; VP, Strategic
                                   Programs and TMS, Raytheon E-Systems, HRB
                                   Systems from October 1990 to June 1996.

Edwin S. Childs          59        Vice President-Human Resources since August
                                   1996; Director, Human Resources from
                                   September 1986 to July 1996.

David J. Eng             45        Sr. Vice President-Sales since September
                                   1998; Sr. Vice President-Worldwide Sales from
                                   March 1997 to September 1998; Vice President-
                                   Sales, North, Central and South America from
                                   August 1996 to March 1997;  Vice President-
                                   Sales & Marketing from August 1994 to August
                                   1996.  Director, Regional Telephony Sales,
                                   Scientific Atlanta, Inc. from March 1993 to
                                   July  1994; Regional Sales Manager,
                                   Scientific Atlanta, Inc. from April  1985  to
                                   February 1993.

Lawrence R. Fisher, Jr.  48        Vice President-Engineering since August 1996;
                                   Director, RF Engineering Product Development
                                   from June 1995 to July 1996; Manager, RF
                                   Engineering from June 1994 to May 1995.
                                   Director of Engineering, Calan, Inc. from
                                   January 1993 to May 1994.

Lynn D. Hutcheson        50        Senior Vice President-Engineering and
                                   Technology since March 1998, Independent
                                   Consultant, Fiber Optic Technology from
                                   August 1997 to March 1998; Vice
                                   President-Engineering, ADC Broadband
                                   Communications from September 1996 to August
                                   1997; Director, Engineering, Raynet
                                   Corporation/Ericsson Corp. from September
                                   1987 to September 1996.

Chris A. Miller          45        Vice President-Finance, Secretary and
                                   Treasurer since July 1995; Controller,
                                   Planning Manager and Assistant Secretary from
                                   February 1993 to July 1995;  Controller and
                                   Assistant Secretary from February 1987 to
                                   February 1993.

Donald F. Miller         56        Vice President-Operations & Manufacturing
                                   since August 1995;  Plant Manager from
                                   September 1987 to August 1995.

Gerhard B. Nederlof      50        Sr. Vice President, Marketing and Services
                                   since 1998, Sr. Vice President, Marketing,
                                   Business Development and Services from March
                                   1997 to September 1998; Vice President-Sales,
                                   Europe and Pacific Rim from August 1996 to
                                   March 1997; Vice President-International from
                                   January 1992 to August 1996.  Managing
                                   Director of DataCable B.V. from November 1981
                                   to January 1992.

<FN>
Note:  Scott C. Chandler served as President and Chief Executive  Officer of the
Corporation from August 13, 1996 until his resignation was effective on April 7,
1998.
</FN>
</TABLE>

                                     PART II

Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters

The  information  required by this item is  incorporated  herein by reference to
page 32 of the Registrant's 1998 Annual Report to Shareholders under the caption
"Stock Listing."

There were no sales of unregistered securities during fiscal year 1998.

Item 6.        Selected Financial Data

The  information  required by this item is  incorporated  herein by reference to
page 2 of the Registrant's 1998 Annual Report to Shareholders.

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

The  information  required by this item is  incorporated  herein by reference to
pages 13 through 16 of the Registrant's 1998 Annual Report to Shareholders.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

Item 8. Financial Statements and Supplementary Data

The  information  required by this item is  incorporated  herein by reference to
pages 17 through 30 of the Registrant's 1998 Annual Report to Shareholders.

Item 9. Changes and Disagreements on Accounting and Financial Disclosure

None
                                    PART III

Item 10.       Directors and Executive Officers of the Registrant

The information with respect to Directors  required by this item is incorporated
herein by reference to pages 2 and 3 of the  Registrant's  Proxy Statement dated
September 21, 1998.

The information with respect to Executive  Officers required by this item is set
forth in Part I of this report.

To the Corporation's  knowledge,  based solely on a review of the copies of such
reports furnished to the Corporation and written  representations  that no other
reports were required  during the fiscal year ended June 26, 1998, its officers,
directors,  and ten-percent  shareholders  complied with all applicable  Section
16(a) filing requirements.

Item 11.       Executive Compensation

The  information  required by this item is  incorporated  herein by reference to
pages 7 through 14 of the Registrant's Proxy Statement dated September 21, 1998.

Item 12.       Security Ownership of Certain Beneficial Owners and Management

The  information  required by this item is  incorporated  herein by reference to
pages 4 and 7 of the Registrant's Proxy Statement dated September 21, 1998.

Item 13.       Certain Relationships and Related Transactions

The Registrant had no related transactions or relationships requiring disclosure
under Regulation S-K, Item 404, during the fiscal year 1998.

                                     PART IV

ITEM 14.       Exhibits, Financial Statements and Reports on Form 8-K

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

       (1)     As  indicated  in  Item 8 of Part  II,  the  following  financial
               statements of the Registrant  included in the  Registrant's  1998
               Annual Report to  Shareholders  for the year ended June 26, 1998,
               are  incorporated  by  reference  to pages 17  through  30 of the
               Registrant's Annual Report to Shareholders.

               Consolidated  Balance  Sheets -- Years ended June 26,  1998,  and
               June 27, 1997.

               Consolidated  Statements  of  Operations  -- Years ended June 26,
               1998, June 27, 1997, and June 28, 1996.

               Consolidated  Statements  of Cash  Flows -- Years  ended June 26,
               1998, June 27, 1997, and June 28, 1996.

               Consolidated  Statements of  Shareholders'  Equity -- Years ended
               June 26, 1998, June 27, 1997, and June 28, 1996.

               Notes to Consolidated Financial Statements.

               Report of KPMG Peat Marwick LLP.

       (2)     The following  financial  statement schedule of the Registrant is
               filed as a part of this report:

               Schedule II -- Valuation and Qualifying Accounts

               Report of KPMG Peat Marwick LLP

               Schedules,  other than the one listed  above,  have been  omitted
               because they are not  applicable or the required  information  is
               shown in the consolidated financial statements or notes thereto.

       (3)        Exhibits
<TABLE>

       NUMBER                DESCRIPTION OF DOCUMENTS
<S>                          <C>
       (3) (a)               Restated  Articles of  Incorporation  of Registrant  (incorporated by reference to Exhibit
                             3-a.1. to Amendment No. 2 to Form S-1 Registration Statement, File No. 2-70661).

       (3) (b)               Amendment  to  Articles  of  Incorporation   of  Registrant,   filed  September  21,  1995
                             (incorporated  by  reference  to Exhibit  (3) (b) of  Registrant's  Form 10-K for the year
                             ended June 30, 1995, Securities and Exchange Commission File No. 0-10726).

       (3) (c)               Bylaws of Registrant,  as amended October 27, 1987,  (incorporated by reference to Exhibit
                             (3) (b) to the  Registrant's  Form 10-K for the year ended June 30, 1988,  Securities  and
                             Exchange Commission File No., 0-10726).

       (4)                   Specimen of Common Stock Certificate  (incorporated by reference to Exhibit 4 to Amendment
                             No. 1 of Form S-1 Registration Statement, File No. 2-70661).

       (10) (a)              Deferred  Compensation  Plan between the Registrant and Richard E. Perry dated December 6,
                             1989,  (incorporated  by reference to Exhibit (10) (y) to the  Registrant's  Form 10-K for
                             the year ended June 30, 1990, Securities and Exchange Commission File No. 0-10726).

       (10) (b)              1989 Non-Employee  Directors'  Non-Qualified  Stock Option Plan (incorporated by reference
                             to Exhibit 28 to Form S-8 Registration Statement, File No. 33-35208).

       (10) (c)              Indemnification  Agreement  dated February 3, 1992,  between the Registrant and Gerhard B.
                             Nederlof  (incorporated  by reference to Exhibit (10) (gg) to the  Registrant's  Form 10-K
                             for the year ended June 26, 1992, Securities and Exchange Commission File No. 0-10726).

       (10) (d)              Supplemental  Retirement Plan  Participation  Agreement dated April 20, 1993,  between the
                             Registrant and Gerhard B. Nederlof  (incorporated by reference to Exhibit (10) (bb) to the
                             Registrant's  Form  10-K for the  year  ended  June  25,  1993,  Securities  and  Exchange
                             Commission File No. 0-10726).

       (10) (e)              Change of Control  Agreement  dated May 21, 1993,  between the  Registrant  and Gerhard B.
                             Nederlof  (incorporated  by reference to Exhibit (10) (gg) to the  Registrant's  Form 10-K
                             for the year ended June 25, 1993, Securities and Exchange Commission File No. 0-10726).

       (10) (f)              Change of Control  Agreement  dated August 22, 1994,  between the  Registrant and David J.
                             Eng  (incorporated by reference to Exhibit (10) (oo) to the Registrant's Form 10-K for the
                             year ended June 24, 1994, Securities and Exchange Commission File No. 0-10726).

       (10) (g)              Form of Indemnification  Agreement dated August 22, 1994, between the Registrant and David
                             J. Eng  (incorporated by reference to Exhibit (10) (pp) to the Registrant's  Form 10-K for
                             the year ended June 24, 1994, Securities and Exchange Commission File No. 0-10726).

       (10) (h)              Supplemental  Retirement Plan  Participation  Agreement dated August 22, 1994, between the
                             Registrant  and  David J. Eng  (incorporated  by  reference  to  Exhibit  (10) (qq) to the
                             Registrant's  Form  10-K for the  year  ended  June  24,  1994,  Securities  and  Exchange
                             Commission File No. 0-10726).

       (10) (i)              Change of Control  Agreement  dated May 23,  1995,  between the  Registrant  and Joseph E.
                             Zavacky  (incorporated by reference to Exhibit (10) (gg) to the Registrant's Form 10-K for
                             the year ended June 30, 1995, Securities and Exchange Commission File No. 0-10726).

       (10) (j)              Form of  Indemnification  Agreement dated May 23, 1995,  between the Registrant and Joseph
                             E. Zavacky  (incorporated by reference to Exhibit (10) (hh) to the Registrant's  Form 10-K
                             for the year ended June 30, 1995, Securities and Exchange Commission File No. 0-10726).

       (10) (k)              Supplemental  Retirement  Plan  Participation  Agreement  dated May 22, 1995,  between the
                             Registrant  and Chris A. Miller  (incorporated  by  reference  to Exhibit (10) (ii) to the
                             Registrant's  Form  10-K for the  year  ended  June  30,  1995,  Securities  and  Exchange
                             Commission File No. 0-10726).

       (10) (l)              Change of Control  Agreement  dated May 22,  1995,  between  the  Registrant  and Chris A.
                             Miller  (incorporated by reference to Exhibit (10) (jj) to the Registrant's  Form 10-K for
                             the year ended June 30, 1995, Securities and Exchange Commission File No. 0-10726).

       (10) (m)              Form of Indemnification  Agreement dated May 22, 1995, between the Registrant and Chris A.
                             Miller  (incorporated by reference to Exhibit (10) (kk) to the Registrant's  Form 10-K for
                             the year ended June 30, 1995, Securities and Exchange Commission File No. 0-10726).

        10) (n)              Supplemental  Retirement Plan  Participation  Agreement dated August 24, 1995, between the
                             Registrant  and Donald F. Miller  (incorporated  by  reference to Exhibit (10) (ll) to the
                             Registrant's  Form  10-K for the  year  ended  June  30,  1995,  Securities  and  Exchange
                             Commission File No. 0-10726).

       (10) (o)              Change of Control  Agreement  dated August 24, 1995,  between the Registrant and Donald F.
                             Miller  (incorporated by reference to Exhibit (10) (mm) to the Registrant's  Form 10-K for
                             the year ended June 30, 1995, Securities and Exchange Commission File No. 0-10726).

       (10) (p)              Form of  Indemnification  Agreement  dated August 24,  1995,  between the  Registrant  and
                             Donald F. Miller  (incorporated by reference to Exhibit (10) (nn) to the Registrant's Form
                             10-K for the year  ended  June 30,  1995,  Securities  and  Exchange  Commission  File No.
                             0-10726).

       (10) (q)              Lease  Agreement  dated  November  10, 1994,  between the  Registrant  and Mifflin  County
                             Industrial   Development   Corporation  for  a  manufacturing  building  (incorporated  by
                             reference to Exhibit (10) (oo) to the  Registrant's  Form 10-K for the year ended June 30,
                             1995, Securities and Exchange Commission File No. 0-10726).

       (10) (r)              Registrant's  Retirement  Savings and Profit  Sharing  Plan as Amended  July 1, 1989,  and
                             including  amendments  through  April 19,  1994.  (incorporated  by  reference  to Exhibit
                             99.B14 to Form S-8 Registration Statement, File No. 333-02505).

       (10) (s)              Supplemental  Retirement Plan  Participation  Agreement dated August 13, 1996, between the
                             Registrant and Edwin S. Childs. (incorporated  by reference to Exhibit (10) (x) to the
                             Registrant's  Form 10-K for the year ended June 28, 1996, Securities and Exchange
                             Commission File No. 0-10726).

       (10) (t)              Change of Control  Agreement  dated August 13, 1996,  between the  Registrant and Edwin S.
                             Childs. (incorporated  by reference to Exhibit (10) (y) to the Registrant's  Form 10-K for
                             the year ended June 28, 1996, Securities and Exchange Commission File No. 0-10726).

       (10) (u)              Form of Indemnification  Agreement dated August 13, 1996, between the Registrant and Edwin
                             S. Childs. (incorporated  by reference to Exhibit (10) (z) to the Registrant's  Form 10-K
                             for the year ended June 28, 1996, Securities and Exchange Commission File No. 0-10726).

       (10) (v)              Supplemental  Retirement Plan  Participation  Agreement dated August 13, 1996, between the
                             Registrant and Lawrence R. Fisher, Jr. (incorporated  by reference to Exhibit (10) (aa) to
                             the Registrant's  Form 10-K for the year ended June 28, 1996, Securities and Exchange
                             Commission File No. 0-10726).

       (10) (w)              Change of Control Agreement dated August 13, 1996,  between the Registrant and Lawrence R.
                             Fisher, Jr. (incorporated  by reference to Exhibit (10) (bb) to the Registrant's  Form 10-K
                             for the year ended June 28, 1996, Securities and Exchange Commission File No. 0-10726).

       (10) (x)              Form of  Indemnification  Agreement  dated August 13,  1996,  between the  Registrant  and
                             Lawrence R. Fisher, Jr. (incorporated  by reference to Exhibit (10) (cc) to the Registrant's
                             Form 10-K for the year ended June 28, 1996, Securities and Exchange Commission File No.
                             0-10726).

       (10) (y)              Amended and Restated  Employment  Agreement dated October 16, 1995, between the Registrant
                             and Richard E. Perry. (incorporated  by reference to Exhibit (10) (dd) to the Registrant's
                             Form 10-K for the year ended June 28, 1996, Securities and Exchange Commission File No.
                             0-10726).

       (10) (z)              Employment Agreement dated July 2, 1996, between the Registrant and  Scott C. Chandler.
                             (incorporated  by reference to Exhibit (10) (ee) to the Registrant's  Form 10-K for the
                             year ended June 28, 1996, Securities and Exchange Commission File No. 0-10726).

       (10) (aa)             Registrant's Supplemental Executive Retirement Plan effective May 1, 1996. (incorporated
                             by reference to Exhibit (10) (ff) to the Registrant's  Form 10-K for the year ended June
                             28, 1996, Securities and Exchange Commission File No. 0-10726).

       (10)                  (bb) (i) 1988 Stock Option Plan.  (incorporated  by
                             reference   to   Exhibit   (10)   (kk)(i)   to  the
                             Registrant's  Form 10-K for the year ended June 28,
                             1996,  Securities and Exchange  Commission File No.
                             0-10726).

       (10)                  (bb) (ii)  Amendment  to 1988  Stock  Option  Plan.
                             (incorporated by reference to Exhibit (10) (kk)(ii)
                             to the  Registrant's  Form 10-K for the year  ended
                             June 28, 1996,  Securities and Exchange  Commission
                             File No. 0-10726).

       (10)                  (cc) (i) 1992 Stock Purchase Plan. (incorporated by
                             reference   to   Exhibit   (10)   (ll)(i)   to  the
                             Registrant's  Form 10-K for the year ended June 28,
                             1996,  Securities and Exchange  Commission File No.
                             0-10726).

       (10)                  (cc) (ii)  Amendment to 1992 Stock  Purchase  Plan.
                             (incorporated by reference to Exhibit (10) (ll)(ii)
                             to the  Registrant's  Form 10-K for the year  ended
                             June 28, 1996,  Securities and Exchange  Commission
                             File No. 0-10726).

       (10) (dd)             Fiscal Year 1997 Profit Incentive Plan. (incorporated  by reference to Exhibit (10) (mm) to the
                             Registrant's  Form 10-K for the year ended June 28, 1996, Securities and Exchange Commission
                             File No. 0-10726).

       (10) (ee)             Note and Security Agreement  effective November 14, 1996, between the Registrant and Mellon
                             Bank, N.A. (incorporated  by reference to Exhibit (10) (jj) to the Registrant's Form 10-K for
                             the year ended June 27, 1997, Securities and Exchange Commission File No. 0-10726).

       (10) (ff)             Supplement  to Note and  Security  Agreement  effective  November  14,  1996,  between  the
                             Registrant and Mellon Bank, N.A. (incorporated  by reference to Exhibit (10) (kk) to the Registrant's
                             Form 10-K for the year ended June 27, 1997, Securities and Exchange Commission File No. 0-10726).

       (10) (gg)             Revolving Line of Credit Agreement  effective November 14, 1996, between the Registrant and
                             Mellon Bank, N.A. (incorporated  by reference to Exhibit (10) (ll) to the Registrant's Form 10-K for
                             the year ended June 27, 1997, Securities and Exchange Commission File No. 0-10726).

       (10) (hh)             Supplement to Revolving Line of Credit Agreement  effective  November 14, 1996, between the
                             Registrant and Mellon Bank, N.A. (incorporated  by reference to Exhibit (10) (mm) to the Registrant's
                             Form 10-K for the year ended June 27, 1997, Securities and Exchange Commission File No. 0-10726).

       (10) (ii)             Amended and Restated  Employment  Agreement dated July 21, 1997, between the Registrant and Richard E.
                             Perry (incorporated  by reference to Exhibit (10) (nn) to the Registrant's Form 10-K for the year
                             ended June 27, 1997, Securities and Exchange Commission File No. 0-10726).

       (10) (jj)             Amended and Restated  Employment  Agreement dated July 30, 1997, between the Registrant
                             and Gerhard B. Nederlof. (incorporated  by reference to Exhibit (10) (oo) to the Registrant's Form
                             10-K for the year ended June 27, 1997, Securities and Exchange Commission File No. 0-10726).

       (10) (kk)             Notes and Security Agreement effective December 30, 1997, between the Registrant and Mellon Bank, N.A.
                             (incorporated  by reference to Exhibit (10) (a) to the Registrant's Form 10-Q for the thirteen-week
                             period ended December 26, 1997, Securities and Exchange Commission File No. 0-10726).

       (10) (ll)             Supplement to Note and Security Agreement effective December 30, 1997, between the Registrant and
                             Mellon Bank, N.A. (incorporated  by reference to Exhibit (10) (b) to the Registrant's Form 10-Q for the
                             thirteen-week period ended December 26, 1997, Securities and Exchange Commission File No. 0-10726).

       (10) (mm)             Revolving Line of Credit Agreement effective December 30, 1997, between the Registrant and Mellon Bank,
                             N.A. (incorporated  by reference to Exhibit (10) (c) to the Registrant's Form 10-Q for the
                             thirteen-week period ended December 26, 1997, Securities and Exchange Commission File No. 0-10726).

       (10) (nn)             Supplement to Revolving Line of Credit Agreement effective December 30, 1997, between the Registrant
                             and Mellon Bank, N.A. (incorporated  by reference to Exhibit (10) (d) to the Registrant's Form 10-Q for
                             the thirteen-week period ended December 26, 1997, Securities and Exchange Commission File No. 0-10726).

       (10) (oo)             Supplemental Retirement Plan Participation Agreement dated February 23, 1998, between the Registrant
                             and Lynn D. Hutcheson.

       (10) (pp)             Change of Control Agreement dated February 23, 1998, between the Registrant and Lynn D. Hutcheson.

       (10) (qq)             Form of Indemnification Agreement dated February 23, 1998, between the Registrant and
                             Lynn D. Hutcheson.

       (10) (rr)             Employment Agreement dated June 22, 1998, between the Registrant and  David A. Woodle.

       (10) (ss)             Fiscal Year 1999 Profit Incentive Plan

       (10) (tt)             Fiscal Year 1999 Incentive Plan

       (11)                  Statement re Computation of Earnings Per Share.

       (13)                  Annual Report to Shareholders for the year ended June 26, 1998.

       (21)                  Subsidiaries of the Registrant.

       (23)                  Consent of Independent Auditors.

       (27)                  Financial Data Schedule.
</TABLE>


(b) Reports on Form 8-K filed in the fourth quarter of the fiscal year 1998

        On March 30, 1998, the  Registrant  filed a Form 8-K with the Securities
        and Exchange Commission reporting that Scott C. Chandler had resigned as
        the Registrant's President and Chief Executive Officer and as a Director
        of C-COR Electronics, Inc.

        On June 16, 1998,  the  Registrant  filed a Form 8-K with the Securities
        and  Exchange  Commission  reporting  that its  Board of  Directors  had
        elected  David  A.  Woodle  as  the  Registrant's  President  and  Chief
        Executive Officer, effective July 20, 1998.


(c)     Exhibits:  See (a) (3) above.
<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.

C-COR ELECTRONICS, INC.
(Registrant)
September 24, 1998

/s/ David A. Woodle, President and
Chief Executive Officer
(principal executive officer)

/s/ Chris A. Miller, Vice President-Finance,
Secretary and Treasurer (principal
financial officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities indicated on the 24th day of September 1998.



/s/ Richard E. Perry, Director, Chairman
/s/ Donald M. Cook, Jr., Director
/s/ Anne P. Jones, Director
/s/ John J. Omlor, Director
/s/ Frank Rusinko, Jr., Director
/s/ J. J. Tietjen, Director


<PAGE>
<TABLE>
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
<CAPTION>

COL. A                                     COL. B                   COL. C                  COL. D                 COL. E
                                                                   ADDITIONS
DESCRIPTION                               Balance            Charged        Charged to                             Balance
                                        at Beginning         to Costs       Other Accounts- Deductions-            at End
                                          of Period          and Expenses   Describe        Describe               of Period
-------------------------------------------------------------------------------------------------------------------------------

Year ended June 26, 1998
<S>                                         <C>                <C>           <C>             <C>                    <C>
Reserves deducted from assets to
which they apply:
  Allowance for Doubtful Accounts           $   510,000        $   (79,000)  $0              $     1,000(1)         $   430,000
  Inventory Reserve-Continuing Operations     1,233,000          1,674,000    0                  920,000(2)           1,987,000
  Inventory Reserve-Discontinued
    Operations                                3,630,000         (1,573,000)   0                1,212,000(2)             845,000
-------------------------------------------------------------------------------------------------------------------------------
                                            $ 5,373,000        $    22,000   $0              $ 2,133,000            $ 3,262,000
-------------------------------------------------------------------------------------------------------------------------------
Reserves not deducted from assets:
  Product Warranty Reserve-Continuing
    Operations                              $ 2,185,000        $   966,000   $0              $ 1,435,000(3)         $ 1,716,000
  Product Warranty Reserve-Discontinued
    Operations                                3,429,000          1,283,000    0                2,421,000(3)           2,291,000
  Workers' compensation self-insurance        1,162,000            921,000    0                  764,000(4)           1,319,000
  Allowance for Discontinued Operations       3,375,000                  0    0                2,775,000(5)             600,000
-------------------------------------------------------------------------------------------------------------------------------
                                            $10,151,000        $ 3,170,000   $0              $ 7,395,000            $ 5,926,000
-------------------------------------------------------------------------------------------------------------------------------
Year ended June 27, 1997

Reserves deducted from assets to which they apply:
  Allowance for Doubtful Accounts           $   355,000        $   157,000   $0              $     2,000(1)         $   510,000
  Inventory Reserve-Continuing Operations     1,112,000          1,323,000    0                1,202,000(2)           1,233,000
  Inventory Reserve-Discontinued
    Operations                                  305,000          3,418,000    0                   93,000(2)           3,630,000
-------------------------------------------------------------------------------------------------------------------------------
                                            $ 1,772,000        $ 4,898,000   $0              $ 1,297,000            $ 5,373,000
-------------------------------------------------------------------------------------------------------------------------------
Reserves not deducted from assets:
  Product Warranty Reserve-Continuing
    Operations                              $ 1,724,000        $ 2,310,000   $0              $ 1,849,000(3)         $ 2,185,000
  Product Warranty Reserve-Discontinued
    Operations                                        0          4,028,000    0                  599,000(3)           3,429,000
  Workers' compensation self-insurance          704,000          1,068,000    0                  610,000(4)           1,162,000
  Allowance for Discontinued Operations               0          3,375,000    0                        0              3,375,000
-------------------------------------------------------------------------------------------------------------------------------
                                            $ 2,428,000        $10,781,000   $0              $ 3,058,000            $10,151,000
-------------------------------------------------------------------------------------------------------------------------------
Year ended June 28, 1996

Reserves deducted from assets to which they apply:
  Allowance for Doubtful Accounts           $   657,000        $         0   $0              $   302,000(1)         $   355,000
  Inventory Reserve-Continuing Operations       949,000            819,000    0                  656,000(2)           1,112,000
  Inventory Reserve-Discontinued
    Operations                                  500,000            273,000    0                  468,000(2)             305,000
-------------------------------------------------------------------------------------------------------------------------------
                                            $ 2,106,000        $ 1,092,000   $0              $ 1,426,000            $ 1,772,000
-------------------------------------------------------------------------------------------------------------------------------
Reserves not deducted from assets:
  Product Warranty Reserve-Continuing
    Operations                              $ 1,751,000        $ 1,981,000   $0              $ 2,008,000(3)         $ 1,724,000
  Workers' compensation self-insurance          553,000            653,000    0                  502,000(4)             704,000
-------------------------------------------------------------------------------------------------------------------------------
                                            $ 2,304,000        $ 2,634,000   $0              $ 2,510,000            $ 2,428,000
-------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)  Uncollectible accounts written off, net of recoveries.
(2)  Inventory disposals.
(3)  Warranty claims honored during year.
(4)  Worker's compensation claims paid.
(5) Expenses for  Discontinued  Operations  incurred  from  measurement  date to
disposal date Note:  Unless otherwise  indicated,  reserves relate to continuing
operations </FN> </TABLE>